Exhibit 2.7











                             AMENDED AND RESTATED

                         AGREEMENT AND PLAN OF MERGER

                                     Among

                                 BNCCORP, INC.
                         J.D. MEIER INSURANCE COMPANY

                                      and

                               LIPS & LAHR, INC.
                                 WILLIAM WADE
                                   DALE ELY
                                  LAIF OLSON
                                 RICHARD LAHR
                               DAVID CLAUSNITZER



                         Dated as of December 19, 1997




COR\60713.4

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                               TABLE OF CONTENTS

                                                                          Page

ARTICLE 1 - THE MERGER; THE SURVIVING CORPORATION............................1

      Section 1.1 The Merger.................................................1
      Section 1.2 The Effective Time of the Merger...........................1
      Section 1.3 The Surviving Corporation..................................2
      Section 1.4 The Closing................................................2

ARTICLE 2 - CONVERSION OF SHARES.............................................2

      Section 2.1 Conversion of Shares.......................................2
      Section 2.2 Delivery of Certificates...................................3
      Section 2.3 Distributions with Respect to Unsurrendered Certificates...3
      Section 2.4 No Further Rights in L&L Common Stock......................3
      Section 2.5 No Fractional Shares.......................................3
      Section 2.6 Further Assurances.........................................3
      Section 2.7 Stock Transfer Books.......................................4

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
      OF L&L AND THE STOCKHOLDERS............................................4

      Section 3.1 Investment Representation..................................4
      Section 3.2 Organization; Qualification................................5
      Section 3.3 Capital Stock; Subsidiaries................................6
      Section 3.4 Corporate Authorization; Enforceability....................6
      Section 3.5 No Conflict................................................7
      Section 3.6 Consent....................................................7
      Section 3.7 L&L Financial Statements; Undisclosed Liabilities..........7
      Section 3.8 Accounts Receivable........................................7
      Section 3.9 Absence of Certain Changes.................................8
      Section 3.10Material Contracts.........................................8
      Section 3.11Real Property..............................................8
      Section 3.12Real Property Leases.......................................9
      Section 3.13Personal Property..........................................9
      Section 3.14Compliance with Laws......................................10
      Section 3.15Permits...................................................10
      Section 3.16Litigation................................................10
      Section 3.17Environmental Compliance..................................11
      Section 3.18ERISA and Related Matters.................................11
      Section 3.19Taxes.....................................................13
      Section 3.20Customers.................................................15
      Section 3.21Insurance.................................................16


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      Section 3.22Safety and Health.........................................16
      Section 3.23Labor Matters.............................................16
      Section 3.24Transactions with Certain Persons.........................17
      Section 3.25Propriety of Past Payments................................17
      Section 3.26Intellectual Property.....................................17
      Section 3.27Bank Accounts; Powers of Attorney.........................18
      Section 3.28Director and Officer Indemnification......................18
      Section 3.29Brokers' and Finders' Fee.................................18
      Section 3.30Documents and Written Materials...........................18
      Section 3.31Effectiveness of Representations and Warranties...........18

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF
      BNC AND J.D. MEIER  ..................................................18

      Section 4.1 Organization..............................................18
      Section 4.2 Capital Stock:        ....................................18
      Section 4.3 Authority; Enforceability.................................19
      Section 4.4 No Conflicts..............................................19
      Section 4.5 Consent...................................................19
      Section 4.6 Brokers' and Finders' Fee.................................20
      Section 4.7 Effectiveness of Representations and Warranties...........20

ARTICLE 5 - PRE-CLOSING COVENANTS...........................................20

      Section 5.1 Legal Requirements........................................20
      Section 5.2 Access to Properties and Records..........................20
      Section 5.3 Conduct of Business By Both Parties Prior to
                     the Closing Date ......................................20
      Section 5.4 Conduct of Business By L&L Prior to the Closing Date......21
      Section 5.5 Public Statements.........................................23
      Section 5.6 No Solicitation...........................................23
      Section 5.7 Update Information........................................23
      Section 5.8 Consultation and Reporting................................23

ARTICLE 6 - CLOSING CONDITIONS..............................................24

      Section 6.1 Conditions Applicable to all Parties......................24
      Section 6.2 Conditions to Obligations of BNC and  J.D. Meier .........24
      Section 6.3 Conditions to Obligations of L&L and the Stockholders.....25

ARTICLE 7 - TERMINATION AND AMENDMENT.......................................26

      Section 7.1 Termination...............................................26
      Section 7.2 Effect of Termination.....................................26
      Section 7.3 Extension; Waiver.........................................26



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COR\60713.4

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ARTICLE 8 - INDEMNIFICATION; REMEDIES.......................................26

      Section 8.1 Indemnification by Stockholders...........................26
      Section 8.2 Indemnification by BNC....................................27
      Section 8.3 Notice and Defense of Third Party Claims..................27
      Section 8.4 Survival of Representations and Warranties................28

ARTICLE 9 - DEFINED TERMS...................................................28

      Section 9.1 Definitions...............................................28

ARTICLE 10 - MISCELLANEOUS..................................................32

      Section 10.1Confidentiality...........................................32
      Section 10.2Remedies..................................................32
      Section 10.3Notices...................................................33
      Section 10.4Interpretation; Schedules.................................33
      Section 10.5Headings; Gender..........................................33
      Section 10.6Entire Agreement; No Third Party Beneficiaries............34
      Section 10.7Governing Law.............................................34
      Section 10.8Assignment................................................34
      Section 10.9Severability..............................................34
      Section 10.10Counterparts.............................................34
      Section 10.11Amendment................................................34


                               LIST OF EXHIBITS

A  -  Merger Consideration
B  -  Form of Articles of Merger
C  -  Form of Employment Agreement
D  -  Disclosure Schedule of L&L  and the Stockholders


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COR\60713.4

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               AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

      This  AMENDED  AND  RESTATED  AGREEMENT  AND PLAN OF  MERGER,  dated as of
December 19, 1997 (this "Agreement"),  is by and among BNCCORP, Inc., a Delaware
corporation  ("BNC"),  and its  wholly-owned  subsidiary,  J.D. Meier  Insurance
Company, a North Dakota corporation ("J.D.  Meier"), on the one hand, and Lips &
Lahr, Inc., a North Dakota corporation ("L&L"), and William Wade, Dale Ely, Laif
Olson, Richard Lahr and David Clausnitzer (collectively, the "Stockholders"), on
the other.

                             W I T N E S S E T H:

     WHEREAS,  on October 29, 1997,  the parties  hereto  executed  that certain
Agreement  and Plan of Merger  pursuant  to which L&L was to be merged  with and
into J.D. Meier;

      WHEREAS,  the parties  hereto  desire to amend the  Agreement  and Plan of
Merger and, as amended, to restate it in its entirety;

      WHEREAS,  it is the parties'  mutual  intent that the Merger  constitute a
reorganization  under Section 368 of the Code and that this Agreement constitute
a plan of reorganization thereunder;

      WHEREAS,  it is the parties  mutual intent that the goodwill of L&L be and
will be acquired by J.D. Meier and BNC pursuant to and upon  consummation of the
Merger; and

      WHEREAS,   the  parties   hereto  desire  to  set  forth  herein   certain
representations,  warranties  and  covenants  made by each  to the  other  as an
inducement to the consummation of the Merger.

      NOW,  THEREFORE,  in  consideration  of the  representations,  warranties,
covenants and agreements herein contained, the parties hereto agree as follows:


                                   ARTICLE 1
                     THE MERGER; THE SURVIVING CORPORATION

      Section  1.1 The  Merger.  Upon the terms and  subject  to the  conditions
hereof and in  accordance  with Section  10-19.1-96 of the NBCA, at the Closing,
L&L shall be merged with and into J.D. Meier pursuant to the Articles of Merger.
As a result,  the separate existence of L&L shall thereupon cease and J.D. Meier
shall be the surviving  corporation (the "Surviving  Corporation") of the Merger
with the effects set forth in Section 10-19.1-102 of the NBCA.

      Section 1.2 The  Effective  Time of the Merger.  The Merger  shall  become
effective  when the  properly  executed  Articles  of Merger  are filed with the
Secretary  of State  of  North  Dakota,  which  filing  shall be made as soon as
practicable after the satisfaction or, to the extent permitted hereunder, waiver
of all of the  conditions to each party's  obligation  to consummate  the Merger
contained in Article 6. When used in this Agreement,  the term "Effective  Time"
shall mean the date and time at which the Merger is consummated.


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      Section 1.3 The Surviving Corporation.

            (a)  Following  the  Merger,  J.D.  Meier  shall  be  the  Surviving
Corporation and shall be a wholly-owned subsidiary of BNC.

            (b) The Articles of  Incorporation  and By-laws of the J.D. Meier in
effect at the Effective Time shall be the Articles of Incorporation  and By-laws
of the Surviving Corporation.

            (c) The directors of J.D.  Meier at the Effective  Time shall be the
initial  directors of the Surviving  Corporation  and shall hold office from the
Effective Time until their  respective  successors are duly elected or appointed
and  qualified  in the manner  provided  in the  Articles of  Incorporation  and
By-laws of the Surviving Corporation or as otherwise provided by Applicable Law.

            (d) The officers of J.D.  Meier at the  Effective  Time shall be the
initial  officers of the  Surviving  Corporation  and shall hold office from the
Effective Time until their  respective  successors are duly elected or appointed
and  qualified  in the manner  provided  in the  Articles of  Incorporation  and
By-laws of the Surviving Corporation or as otherwise provided by Applicable Law.

      Section 1.4 The Closing.  Unless this Agreement shall have been terminated
pursuant to the provisions  hereof, and subject to satisfaction or waiver of the
conditions  specified  in  Article  6  hereof,  the  Closing  shall  take  place
immediately  prior to the filing of the Articles of Merger at the offices of BNC
in  Bismarck,  North  Dakota (or such other  place as the  parties  may  agree),
commencing at 10:00 a.m., local time, on the Closing Date.


                                   ARTICLE 2
                             CONVERSION OF SHARES

     Section 2.1 Conversion of Shares.  (a) At the Effective  Time, by virtue of
the Merger and without any further action on the part of BNC, J.D. Meier, L&L or
the Surviving Corporation, or any holder of the following securities:

            (i) each issued  share of L&L Common  Stock that is held in treasury
by L&L or held by any  subsidiary  of L&L shall be cancelled and no stock of BNC
or other consideration shall be delivered in exchange therefrom;

            (ii) each share of L&L Common Stock,  issued and  outstanding at the
Effective  Time shall be  converted  into (A) the right to receive the number of
shares of BNC Common Stock  calculated in  accordance  with the  procedures  set
forth on Exhibit "A" attached hereto (the "Primary Shares") and (B) the right to
receive an  additional  number of shares of BNC Common Stock to be determined in
accordance  with the procedures set forth on Exhibit "A-1" attached  hereto (the
"Additional   Shares,"  and  together  with  the  Primary  Shares,  the  "Merger
Consideration").



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COR\60713.4

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      (b) Upon  conversion  of the  shares of L&L  Common  Stock into the Merger
Consideration in the manner described in Section  2.1(a)(ii)  above, each record
holder of issued and  outstanding  L&L  Common  Stock  immediately  prior to the
Effective Time shall have the right to receive,  in accordance  with Section 2.2
hereof,  certificates  representing  such  whole  number of shares of BNC Common
Stock calculated in accordance with Section 2.1(a)(ii).

      Section 2.2 Delivery of  Certificates.  Following the Effective  Time, the
holders of L&L Common  Stock  shall  deliver  to BNC all  certificates  formerly
representing  shares of L&L Common Stock.  Provided such  certificates have been
delivered to BNC, upon the preparation and delivery (the "Primary Share Delivery
Date"),  to BNC of the  balance  sheet and  related  statements  of  operations,
stockholders'  equity and cash flow and the related  notes  thereto of L&L as of
and for the  fiscal  year ended  December  31,  1997 BNC shall  deliver to or as
directed by each such former  stockholder a certificate  representing the number
of Primary Shares of BNC Common Stock specified in Section  2.1(a)(ii)(A)  and a
check for any amount due to such  Stockholder  pursuant to Section 2.5. Until so
delivered, each certificate which, before the Effective Time, represented shares
of L&L  Common  Stock  shall  be  deemed  for  all  purposes  to  represent  the
consideration into which the shares of L&L Common Stock theretofore  represented
thereby shall have been converted. On the first anniversary of the Primary Share
Delivery  Date,  BNC  shall  deliver  to or as  directed  by  each  such  former
shareholder a certificate  representing  the number of Additional  Shares of BNC
Common Stock specified in Section  2.1(a)(ii)(B)  and a check for any amount due
to such Stockholder pursuant to Section 2.5.

      Section 2.3 Distributions with Respect to Unsurrendered  Certificates.  No
dividends or other distributions  declared or made after the Effective Time with
respect to BNC Common Stock with a record date after the Effective Time shall be
paid to the holder of any unsurrendered  certificate  formerly  representing L&L
Common Stock with  respect to the shares of BNC Common Stock the holder  thereof
is entitled to receive upon  surrender  thereof,  and no cash payment in lieu of
any fractional  shares shall be paid to any such holder  pursuant to Section 2.5
until the holder of such certificate shall surrender such certificate.

      Section  2.4 No  Further  Rights in L&L  Common  Stock.  All shares of BNC
Common  Stock  issued or cash paid upon  conversion  of the shares of L&L Common
Stock in accordance  with the terms hereof  (including any cash paid pursuant to
Section  2.5) shall be deemed to have been  issued in full  satisfaction  of all
rights pertaining thereto.

      Section 2.5 No Fractional  Shares.  No certificates or scrip  representing
fractional  shares of BNC Common Stock shall be issued  pursuant to Section 2.2,
and such  fractional  share interests will not entitle the owner thereof to vote
or to any other  rights of a  stockholder  of BNC.  Each holder of a  fractional
share  interest  shall  be paid an  amount  calculated  in  accordance  with the
procedures  specified on Exhibits "A" and "A-1" attached hereto.  As promptly as
practicable after the determination of the amount of cash, if any, to be paid to
holders of  fractional  share  interests,  BNC shall  forward  payments  to such
holders of fractional  share  interests  subject to and in  accordance  with the
terms of this Section 2.



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      Section 2.6 Further  Assurances.  (a) At the Effective Time, the Surviving
Corporation shall assume those certain  Employment  Agreements dated January 22,
1996 between L&L and each of Gary E. Lahr and Bradley  Charnholm  (the "Lahr and
Charnholm  Agreements"),  and BNC  shall  issue  to each  of  such  employees  a
guarantee of the Surviving Corporation's  obligations under each such Employment
Agreement.

      (b) If, at any time after the Effective  Time,  the Surviving  Corporation
shall  consider  or be  advised  that any  deeds,  bills  of sale,  assignments,
assurances  or any other  actions or things are  necessary or desirable to vest,
perfect or confirm  of record or  otherwise  in the  Surviving  Corporation  its
right, title or interest in, to or under any of the rights, properties or assets
of L&L acquired by the  Surviving  Corporation  as a result of, or in connection
with, the Merger or otherwise to carry out this  Agreement,  the officers of the
Surviving  Corporation  shall be authorized to execute and deliver,  in the name
and on behalf of L&L or otherwise,  all such deeds,  bills of sale,  assignments
and  assurances  and to take  and do,  in such  names  and on such  behalves  or
otherwise, all such other actions and things as may be necessary or desirable to
vest,  perfect or confirm any and all right, title and interest in, to and under
such rights,  properties or assets in the Surviving  Corporation or otherwise to
carry out the purposes of this Agreement.

      Section  2.7  Stock  Transfer  Books.  At the  Effective  Time,  the stock
transfer books of L&L shall be closed and there shall be no further registration
of  transfers of shares of L&L Common  Stock  thereafter  on the records of L&L.
From and after the  Effective  Time,  the holders of  certificates  representing
shares of L&L Common  Stock shall  cease to have any rights with  respect to any
such shares, except as otherwise provided herein or by law.

                                   ARTICLE 3
                        REPRESENTATIONS AND WARRANTIES
                          OF L&L AND THE STOCKHOLDERS

      The Stockholders  severally  represent to BNC and J.D. Meier as to Section
3.1 and L&L and the Stockholders,  jointly and severally,  represent and warrant
to BNC and J.D. Meier as to Sections 3.2 through 3.30 that,  except as set forth
in the Disclosure Schedule:

      Section 3.1 Investment Representation.

            (a) Stockholder is acquiring BNC Common Stock for investment for his
own  account  and not  with a view  to,  or for  sale or  other  disposition  in
connection  with, any  distribution  of all or any part thereof except (i) in an
offering  covered by a  registration  statement  filed with the  Securities  and
Exchange  Commission under the Securities Act covering BNC Common Stock acquired
by Stockholder or (ii) pursuant to an applicable  exemption under the Securities
Act. In receiving BNC Common Stock,  Stockholder is not offering or selling, and
will not offer and sell, for BNC in connection with any distribution of such BNC
Common Stock, and Stockholder does not have any contract, undertaking, agreement
or arrangement with any person for the distribution of BNC Common Stock and will
not participate in any undertaking or in any underwriting of such an undertaking
except in compliance with Applicable Law.



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COR\60713.4

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            (b) Stockholder  represents  that he is an "accredited  investor" as
that term is defined in  Regulation  D under the  Securities  Act and that he is
able to fend for himself and can bear the economic risk of his investment in the
BNC Common Stock.

            (c)  Stockholder  has such knowledge and experience in financial and
business  matters  that he is capable of  evaluating  the merits and risks of an
investment in BNC Common Stock.

            (d) Stockholder  has also been afforded access to information  about
BNC and BNC's financial position, results of operation,  business,  property and
management  sufficient  to enable him to  evaluate an  investment  in BNC Common
Stock,  and  has had  the  opportunity  to ask  questions  of and  has  received
satisfactory answers from BNC concerning the foregoing matters.

            (e)  Stockholder  understands  that the BNC  Common  Stock  acquired
pursuant  hereto has not been  registered  under the Securities Act on the basis
that the sale  provided for in this  Agreement  and the issuance of BNC's Common
Stock hereunder is exempt from  registration  under the Securities Act, and that
BNC's  reliance  on  such  exemption  is  based,  in  part,  upon  Stockholder's
representations set forth herein.

            (f) Stockholder understands that the shares of BNC Common Stock will
not be registered under the Securities Act, that such shares will be "restricted
securities"  as that term is defined in Rule 144  promulgated  by the Securities
and Exchange  Commission under the Securities Act, and that  Stockholder  cannot
transfer  such  shares  unless  they  are  subsequently   registered  under  the
Securities Act and under any applicable  state securities law or are transferred
in a transfer  that,  in the opinion of counsel  satisfactory  to BNC, is exempt
from such  registration.  Stockholder  further  understands  that BNC will, as a
condition  to the  transfer  of any such  shares,  require  that the request for
transfer  be  accompanied  by an  opinion  of  counsel,  in form  and  substance
satisfactory to BNC, to the effect that the proposed transfer does not result in
a violation of the Securities Act or any applicable state securities law, unless
such  transfer is covered by an effective  registration  statement.  Stockholder
understands  that such  shares of BNC Common  Stock may not be sold  publicly in
reliance on the exemption from registration under the Securities Act afforded by
Rule 144 unless and until the minimum  holding  period  (currently one year) and
other requirements of Rule 144 have been satisfied.

            (g)  Stockholder   understands  and  agrees  that  all  certificates
evidencing the shares of BNC Common Stock issued hereunder will bear restrictive
legends in substantially the following form:

                  The securities  represented by this  certificate have not been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Act"),   or  any  applicable   state  law,  and  may  not  be
                  transferred  without  registration  under the Act and any such
                  state  law  or an  opinion  of  counsel  satisfactory  to  the
                  corporation that registration is not required.


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COR\60713.4

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      Section  3.2  Organization;  Qualification.  L&L  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of North Dakota
and has the requisite  corporate  power and authority to own its property and to
carry on its business as it is now being conducted. No actions or proceedings to
dissolve L&L are pending.  Section 3.2 of the Disclosure Schedule sets forth the
jurisdictions in which L&L is qualified to do business as a foreign corporation.
Copies of the articles of incorporation  and by-laws of L&L, with all amendments
to the date hereof, have been furnished to BNC or its representatives,  and such
copies are accurate and complete as of the date hereof.  L&L has made  available
to BNC accurate and complete  copies of the minutes of all meetings of its board
of directors,  any committees of the board and stockholders (and all consents in
lieu of such meetings).  Such records,  minutes and consents  accurately reflect
all actions taken by its board of directors, committees and stockholders. L&L is
not in violation of any provision of its articles of incorporation or by-laws.

      Section 3.3 Capital Stock; Subsidiaries.  (a) The authorized capital stock
of L&L consists of 10,000 shares of capital stock,  of which 1,776.18  shares of
L&L Common Stock are issued and  outstanding  and 3,223.82  shares of L&L Common
Stock are held in its treasury, and no shares of preferred stock, $.10 par value
per share,  have been issued.  All issued and  outstanding  shares of L&L Common
Stock  have  been  duly  authorized  and are  validly  issued,  fully  paid  and
non-assessable.  All  outstanding  L&L  Common  Stock  are  held of  record  and
beneficially by the Persons set forth in Section 3.3 of the Disclosure  Schedule
in the amounts set forth opposite their respective names.

            (b)  There  are no  outstanding  stock  options  or other  rights to
acquire any shares of the capital stock of L&L or any security  convertible into
L&L Common Stock and L&L has no obligation or other commitment to issue, sell or
deliver  any of the  foregoing  or any other  shares of its capital  stock.  All
shares of L&L  Common  Stock  have  been  issued  in  compliance  with all legal
requirements and without violation of any pre-emptive or similar rights.

            (c) L&L owns, directly or indirectly, no interest in any Person.

      Section 3.4 Corporate Authorization; Enforceability.

            (a) The  execution,  delivery and  performance of this Agreement has
been duly  authorized by the board of directors of L&L and all of the holders of
L&L Common Stock entitled to vote or consent to the transactions contemplated by
this  Agreement.  To the extent  applicable,  the execution and delivery of this
Agreement  and  its  obligations  hereunder  has  been  duly  authorized  by all
necessary corporate action of L&L and no further vote or consent of stockholders
or directors of L&L and no further corporate acts or other corporate proceedings
are required of L&L for the due and valid authorization, execution, delivery and
performance of this Agreement or the consummation of the Merger.

            (b)  This  Agreement   constitutes  the  legal,  valid  and  binding
obligation of L&L enforceable  against L&L in accordance with its terms,  except
that   enforcement  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization, moratorium and other similar laws affecting


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creditors'  rights  generally  and  equitable  principles  which  may  limit the
availability of certain equitable remedies in certain instances.

            (c) The  Employment  Agreements,  when  executed  by the  respective
Stockholders in accordance with the terms hereof,  will be the legal,  valid and
binding  obligation  of the  Stockholders  enforceable  against  each of them in
accordance  with  their  terms,  except  that  enforcement  may  be  limited  by
applicable bankruptcy, insolvency, reorganization,  moratorium and other similar
laws affecting  creditors'  rights generally and equitable  principles which may
limit the availability of certain equitable remedies in certain instances.

      Section 3.5 No Conflict.  Neither the  execution  and the delivery of this
Agreement or the Employment  Agreements by L&L or the Stockholders,  as the case
may be, nor the consummation of the transactions contemplated hereby or thereby,
nor compliance with any of the terms hereof or thereof,  do or will (a) conflict
with or result in any breach of the provisions of the articles of  incorporation
or by-laws of L&L, (b) result in the violation or breach of, or constitute (with
or without  due notice or the lapse of time or both) a default  (or give rise to
any right of termination, cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, or any material
license,  contract,  agreement or other instrument or obligation to which any of
L&L or the  Stockholders is a party or by which any of them or their  respective
properties or assets may be bound, or (c) violate any order,  writ,  injunction,
decree, statute, rule or regulation applicable to any of L&L or the Stockholders
or any of their respective properties or assets.

      Section 3.6 Consent.  Section 3.6 of the Disclosure  Schedule sets forth a
true and complete list of each consent,  approval, order or authorization of, or
declaration,  filing or  registration  with,  any  Governmental  Entity or other
Person that is required  to be  obtained or made by L&L or the  Stockholders  in
connection   with  the  execution,   delivery  or  performance  by  L&L  or  the
Stockholders of this Agreement or the consummation by L&L or the Stockholders of
the transactions contemplated hereby.

      Section 3.7 L&L Financial Statements; Undisclosed Liabilities.

            (a) The L&L  Annual  Financial  Statements  have  been  prepared  in
accordance with generally accepted accounting  principles and present fairly the
financial  position of L&L at such dates and the results of operations  and cash
flows for the periods then ended.

            (b) The L&L  Interim  Financial  Statements  have been  prepared  in
accordance with generally  accepted  accounting  standards on a basis consistent
with the prior periods and reflect all  adjustments,  consisting  only of normal
recurring  adjustments,  that are necessary for a fair  statement of the results
for the interim period presented therein.  Except as disclosed in Section 3.7 of
the  Disclosure  Schedule,  neither L&L nor any of its assets are subject to any
liability,  commitment,  debt  or  obligation  which  would  be  required  to be
disclosed in financial statements prepared in accordance with generally accepted
accounting  principles,  except  (i) as and to the extent  reflected  on the L&L
Interim  Financial  Statements,  or (ii) as may have been  incurred  or may have
arisen since the date of


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COR\60713.4

<PAGE>



the L&L Interim Financial Statements in the ordinary course of business and that
are permitted by this Agreement.

      Section 3.8 Accounts Receivable.  All of the accounts receivable reflected
on the L&L Interim Financial  Statements or created  thereafter have arisen only
from bona fide transactions in the ordinary course of business,  represent valid
obligations  owing to L&L and have been  accrued in  accordance  with  generally
accepted  accounting  principles.  Section 3.8 of the  Disclosure  Schedule sets
forth  a  summary  listing  of all  accounts  receivable  of L&L as of the  date
specified therein and reflects  receivables aged less than 90 days from the date
of  invoice  as a group and sets  forth all  receivables  aged more than 90 days
individually by customer, invoice and amount.

      Section 3.9 Absence of Certain Changes.

            (a) Since June 30, 1997, L&L has operated in the ordinary  course of
business  consistent with past practice and there has been no event or condition
of any character that has had, or can reasonably be expected to have, a Material
Adverse Effect.

            (b)  Since  June 30,  1997,  L&L has  not,  except  as set  forth on
Schedule 3.9 of the Disclosure Schedule, taken any actions of a type referred to
in  Sections  5.3 and 5.4 that would have  required  the  consent of BNC if such
action were to have been taken during the period between the date hereof and the
Closing Date.

      Section  3.10Material  Contracts.  (a)  Section  3.10  of  the  Disclosure
Schedule  contains  a list and  brief  description  (including  the names of the
parties and the date and nature of the  agreement) of each Material  Contract to
which L&L is a party. BNC has been provided a complete and accurate copy of each
Material Contract listed on Section 3.10 of the Disclosure  Schedule.  Except as
set forth in Section 3.10 of the Disclosure Schedule,  each Material Contract to
which L&L is a party is a legal,  valid,  binding and enforceable  obligation of
L&L,  except to the extent that  enforcement  may be limited by (i)  bankruptcy,
insolvency,  reorganization,  moratorium  or other  similar laws  relating to or
affecting  the  enforcement  of  creditors'  rights  generally  and (ii) general
equitable principles.

            (b) L&L is not in  material  breach of or default  (and no event has
occurred which,  with due notice or lapse of time or both, may constitute such a
breach or default)  under any  Material  Contract,  and no party to any Material
Contract has given L&L written notice of or made a claim in writing with respect
to any breach or default under any such Material Contract.

      Section 3.11Real Property.

            (a) Section 3.11 of the  Disclosure  Schedule  sets forth a true and
complete  list of all real  property  owned  by L&L  (collectively,  the  "Owned
Properties").  Except as set forth in Section 3.11 of the  Disclosure  Schedule,
L&L has good and marketable title in fee simple to all Owned Properties.  Except
as  disclosed  in Section  3.11 of the  Disclosure  Schedule,  none of the Owned
Properties  is  subject to any  Liens,  except for (i) Liens that  collateralize
indebtedness  that is reflected in the L&L Interim  Financial  Statements,  (ii)
Permitted Liens for amounts not yet due or


                                    -8-
COR\60713.4

<PAGE>



which are being  contested  in good  faith and (iii)  easements,  rights of way,
encroachments  or other  restrictions  or matters  affecting  title which do not
prevent the Owned  Properties from being used for the purpose for which they are
currently being used or otherwise materially impair L&L's current operations.

            (b) Except as set forth in Section 3.11 of the Disclosure  Schedule,
all  improvements on the Owned Properties and the operations  therein  conducted
conform in all material respects to all applicable health, fire, safety,  zoning
and  building  laws,  ordinances  and  administrative  regulations,  except  for
possible nonconforming uses or violations which do not materially interfere with
the present use, operation or maintenance thereof or access thereto by L&L.

            (c) Except as set forth on Section 3.11 of the Disclosure  Schedule,
the  buildings,  driveways and all other  structures and  improvements  upon the
Owned Properties are all within the boundary lines of such Owned Property or the
benefit of valid easements,  and there are no encroachments  thereof which would
materially affect the use thereof. There are no outstanding  requirements by any
insurance  company  which has issued a title policy  covering any such  property
which is a  condition  to  continued  coverage  under such policy at the current
insurance premium.

            (d) Except as set forth on Section 3.11 of the Disclosure  Schedule,
each Owned Property has unrestricted access to and from public roads and streets
and each Owned  Property is  designated  with one or more separate and exclusive
tax lots.

      Section 3.12Real Property Leases.

            (a) Section 3.12 of the Disclosure Schedule sets forth a list of all
Leases  with  respect  to all  real  properties  in which  L&L has a  leasehold,
subleasehold,  or other occupancy interest (the "Leased  Properties").  Complete
and accurate copies of all Leases and all amendments  thereto have been provided
to BNC. Except as set forth in Section 3.12 of the Disclosure  Schedule,  all of
the Leases for the Leased  Properties are valid and effective in accordance with
their respective  terms,  except that the enforcement  thereof may be subject to
(i)  bankruptcy,  insolvency,  reorganization,  moratorium or other similar laws
affecting or relating to  enforcement  of creditors'  rights  generally and (ii)
general equitable principles.

            (b) L&L is not in  material  breach of or default  (and no event has
occurred, which, with due notice or lapse of time or both, may constitute such a
breach  or  default)  under any  Lease,  and no party to any Lease has given L&L
written notice with respect to any breach or default.

            (c) Except as set forth in Section 3.12 of the Disclosure  Schedule,
no Leased  Property  is subject  to any  sublease,  license  or other  agreement
granting to any Person any right to the use,  occupancy  or  enjoyment of Leased
Property or any portion thereof through L&L.

      Section 3.13Personal Property.

            (a) Except as set forth in Section 3.13 of the  Disclosure  Schedule
and Section 3.12(b), L&L has good title to all Personal Property, free and clear
of all Liens other than (i) Liens


                                    -9-
COR\60713.4

<PAGE>



for taxes and assessments not yet due or otherwise being contested in good faith
and (ii) Permitted Liens for amounts not yet due or which are being contested in
good faith.

            (b) Except as set forth in Section 3.13 of the Disclosure  Schedule,
L&L holds valid  leaseholds in all of the Personal  Property leased by it, which
leases are enforceable in accordance with their  respective  terms,  except that
enforcement  thereof  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally and equitable  principles  which may limit the availability of certain
equitable remedies in certain instances.

            (c) Except as set forth in Section 3.13 of the Disclosure  Schedule,
L&L is not in material  breach of or default (and no event has  occurred  which,
with  due  notice  or  lapse of time or  both,  may  constitute  such a lapse or
default) under any lease of any item of Personal Property leased by it.

            (d) Except as set forth in Section 3.13 of the Disclosure  Schedule,
the  Personal  Property  now  owned,  leased  or used by L&L is  sufficient  and
adequate to carry on its business as presently conducted.

      Section  3.14Compliance with Laws. (a) Except as set forth in Section 3.14
of the  Disclosure  Schedule,  the  business of L&L is being  conducted,  in all
material respects,  with all Applicable Laws,  including insurance laws, and L&L
has not received  notice of any violation by it of any Applicable Law, nor is it
in default with respect to any order, writ, judgment, award, injunction or other
decree of any  Governmental  Entity  applicable  to it or any of its  respective
assets, properties or operations.

            (b) L&L has made available for inspection by BNC complete  copies of
all material  registrations,  filings and submissions made since January 1, 1995
by L&L with any Governmental Entity and any reports of examinations issued since
January 1, 1995 by any such  Governmental  Entity  that  relate to L&L.  L&L has
filed all reports, statements, documents, registrations,  filings or submissions
required  to be filed by it with  any  Governmental  Entity,  except  where  the
failure to file, in the  aggregate,  would not  reasonably be expected to have a
Material  Adverse  Effect;   and  all  such  reports,   statements,   documents,
registrations,  filings  or  submissions  were in all  material  respects  true,
complete and accurate when filed.

      Section  3.15Permits.  (a)  Except  as set  forth in  Section  3.15 of the
Disclosure Schedule, L&L has all necessary permits, insurance and other licenses
and  governmental  authorizations  which are material and which are required for
the lease,  ownership,  occupancy or operation of its  properties and assets and
the carrying on of its business.

      Section 3.16Litigation.

            (a) Except as set forth in Section 3.16 of the Disclosure  Schedule,
there are no  Proceedings  pending  or, to the  knowledge  of the  Stockholders,
threatened, against L&L or any of its officers, directors,  employees, agents or
Affiliates which are not covered by insurance and, to the


                                    -10-
COR\60713.4

<PAGE>



knowledge of the Stockholders,  there have been no events and there are no facts
or circumstances that could result in any Proceedings.

            (b) Except as set forth in Section 3.16 of the Disclosure  Schedule,
neither L&L nor any of its assets or properties  is subject to any order,  writ,
judgment, award, injunction or decree of any Governmental Entity.

      Section 3.17Environmental Compliance.

            (a) Except as set forth in Section 3.17 of the Disclosure  Schedule,
L&L  possesses  all  necessary   licenses,   permits  and  other  approvals  and
authorizations  that are required under,  and at all times in the past has been,
in compliance with, all Environmental  Laws,  including all  Environmental  Laws
governing the generation, use, collection,  treatment, storage,  transportation,
recover,  removal,  discharge or disposal of hazardous substances or wastes, and
all   Environmental   Laws  imposing   record-keeping,   maintenance,   testing,
inspection,  notification and reporting  requirements  with respect to hazardous
substances or wastes. For purposes of this Agreement, "hazardous substances" and
"hazardous wastes" are materials defined as "hazardous  substances,"  "hazardous
wastes," or  "hazardous  constituents"  in (i) the  Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601-9675,
as amended by the Superfund  Amendments and Reauthorization Act of 1986, and any
amendments thereto and regulations  thereunder;  (ii) the Resource  Conservation
and  Recovery  Act of 1976,  42 U.S.C.  Sections  6901-6992,  as  amended by the
Hazardous and Solid Waste  Amendments of 1984,  and any  amendments  thereto and
regulations thereunder;  (iii) the Oil Pollution Act of 1990, 33 U.S.C. Sections
2701-2761,  and any amendments thereto and regulations thereunder;  and (iv) any
other  applicable  federal,   state,  local  or  foreign  environmental  law  or
regulation.

            (b) Except as set forth in Section 3.17 of the Disclosure  Schedule,
L&L has not been subject to any administrative or judicial  proceeding  pursuant
to, or has received any notice of any violation of, or claim alleging  liability
under, any Environmental Laws. To the knowledge of the Stockholders, no facts or
circumstances  exist  that  would be likely to  result in a claim,  citation  or
allegation  against L&L for a  violation  of, or  alleging  liability  under any
Environmental Laws.

            (c)  There are no  underground  tanks of any type  (including  tanks
storing  gasoline,  diesel fuel,  oil or other  petroleum  products) or disposal
sites for hazardous  substances,  hazardous wastes or any other regulated waste,
located on or under the Owned Properties or Leased Properties.

            (d) Except in the ordinary  course of business,  and in all cases in
material  compliance with all Environmental  Laws, L&L has not engaged any third
party to  handle,  transport  or  dispose  of  hazardous  substances  or  wastes
(including  for this  purpose,  gasoline,  diesel fuel,  oil or other  petroleum
product) on its behalf.

      Section 3.18ERISA and Related Matters.

            (a) Section 3.18 of the Disclosure Schedule lists each Employee Plan
that L&L maintains, administers, contributes to, or has any contingent liability
with respect thereto. BNC has


                                    -11-
COR\60713.4

<PAGE>



been provided a true and complete copy of each Employee  Plan,  current  summary
plan  description,  (and,  if  applicable,  related  trust  documents)  and  all
amendments  thereto and written  interpretations  thereof together with: (i) all
annual  reports,  if any, that have been  prepared in connection  with each such
Employee  Plan within the last three  years;  (ii) all  material  communications
relating to any such Employee Plan received from or sent to the Internal Revenue
Service or the  Department  of Labor  within the last three years  (including  a
written  description  of any oral  communications);  and (iii)  the most  recent
Internal  Revenue  Services  determination  letter with respect to each Employee
Plan and the most recent application for a determination letter.

            (b) Section 3.18 of the Disclosure  Schedule identifies each Benefit
Arrangement  that L&L maintains or  administers.  Except as set forth in Section
3.18 of the Disclosure  Schedule,  L&L has made all  contributions to and has no
contingent  liability with respect to any of its Benefit  Arrangements.  BNC has
been furnished copies or descriptions of each Benefit Arrangement.  Each Benefit
Arrangement  has been  maintained in substantial  compliance  with its terms and
with the  requirements  prescribed  by any and all statutes,  orders,  rules and
regulations which are applicable to such Benefit Arrangement.

            (c) Benefits under any Employee Plan or Benefit  Arrangement  are as
represented  in the  documents  provided to BNC and have not been  increased  or
modified  (whether  written  or not  written)  subsequent  to the  dates of such
documents.  L&L has not  communicated  to any  employee or former  employee  any
intention or commitment to modify any Employee Plan or Benefit Arrangement or to
establish or implement  any other  employee or retiree  benefit or  compensation
arrangement.

            (d) Each  Employee  Plan  that is  intended  to be  qualified  under
Section 401(a) of the Code is so qualified and has been so qualified  during the
period from its adoption to date, and, no event has occurred since such adoption
that  would  materially  adversely  affect  such  qualification,  and each trust
created in  connection  with each such  Employee  Plan forming a part thereof is
exempt from tax pursuant to Section  501(a) of the Code.  Each Employee Plan has
been  maintained  and  administered  in  compliance  with its terms and with the
requirements  prescribed by any and all applicable  statutes,  orders, rules and
regulations, including but not limited to ERISA and the Code.

            (e) Full  payment has been made of all  amounts  which L&L is or has
been  required to have paid as  contributions  to any  Employee  Plan or Benefit
Arrangement  under  applicable  law or under  the  terms of any such plan or any
arrangement.

            (f) Neither L&L nor any of its stockholders,  directors, officers or
employees has engaged in any  transaction  with respect to an Employee Plan that
could subject L&L to a tax,  penalty or liability for a prohibited  transaction,
as defined in Section 406 of ERISA or Section 4975 of the Code.

            (g)  L&L  has  no  liability  in  respect  of   post-retirement   or
post-employment welfare benefits for retired, current or former employees except
to the extent  otherwise  required by the  continuation  requirements of Section
4980B(f) of the Code and Section 601 of ERISA. No medical


                                    -12-
COR\60713.4

<PAGE>



benefits have been provided  under any Benefit  Arrangement to any person who is
not an employee or former employee of L&L or a dependent thereof.

            (h) There is no litigation, administrative or arbitration proceeding
or other dispute pending or, to the knowledge of the  Stockholders,  threatened,
that involves any Employee Plan or Benefit Arrangement which could reasonably be
expected to result in a liability to L&L, any  employees or directors of L&L, or
any  fiduciary  (as defined in ERISA  Section  3(21)) of such  Employee  Plan or
Benefit Arrangement.

            (i) No  employee or former  employee of L&L will become  entitled to
any bonus,  retirement,  severance,  job security or similar benefit or enhanced
benefit (including  acceleration of compensation,  an award, vesting or exercise
of an  incentive  award) or any fee or payment of any kind solely as a result of
any of the transactions contemplated hereby.

            (j) L&L is not a party to any  agreement,  contract,  arrangement or
plan that has resulted or would result,  separately or in the aggregate,  in the
payment of any "excess parachute payments" within the meaning of Section 280G of
the Code (i.e., a golden parachute).

            (k)  Neither  L&L  nor  the  Stockholders   maintains  or  has  ever
maintained  an  "employee  benefit  plan" (as defined in Section  3(3) of ERISA)
which is or was (i) a plan subject to Title IV of ERISA or (ii) a "multiemployer
plan" (as defined in Section 3(37) of ERISA).  Neither L&L nor the  Stockholders
know of any facts or circumstances  that might give rise to any liability to the
Pension Benefit Guaranty Corporation under Title IV of ERISA.

      Section 3.19Taxes.

            (a) All  Returns  required  to be filed by or on  behalf of L&L have
been  duly  filed  and such  Returns  (including  all  attached  statements  and
schedules) are true, complete and correct.  All Taxes due have been paid in full
on a timely  basis,  and no other Taxes are payable by L&L with respect to items
or periods  covered by such Returns  (whether or not shown on or  reportable  on
such Returns) or with respect to any period prior to the Closing Date.

            (b) L&L has withheld  and paid over all Taxes  required to have been
withheld and paid over (including any estimated taxes),  and has complied in all
material  respects  with  all  information   reporting  and  backup  withholding
requirements, including maintenance of required records with respect thereto, in
connection  with amounts paid or owing to any  employee,  creditor,  independent
contractor, or other third party.

            (c) There are no Liens on any of the  assets of L&L with  respect to
Taxes,  other than Liens for Taxes not yet due and payable or for Taxes that are
being  contested in good faith  through  appropriate  proceedings  and for which
appropriate reserves have been established.

            (d) L&L has  furnished  or made  available  to BNC true and complete
copies of: (i) all federal and state income and franchise tax returns of L&L for
all  periods  beginning  on or after  January  1,  1994,  and (ii) all tax audit
reports, work papers statements of deficiencies, closing or other


                                    -13-
COR\60713.4

<PAGE>



agreements  received by L&L or on their behalf relating to Taxes for all periods
beginning on or after January 1, 1994.

            (e) Except as disclosed in Section 3.19 of the Disclosure Schedule:

                  (i)  The  Returns  of  L&L  have  never  been   audited  by  a
governmental or taxing authority,  nor is any such audit in process, pending or,
to the knowledge of the Stockholders, threatened (formally or informally).

                  (ii) No  deficiencies  exist or have been asserted  (either in
writing  or  verbally,  formally  or  informally)  or, to the  knowledge  of the
Stockholder,  are to be  asserted  with  respect to Taxes of L&L,  and no notice
(either  formal or  informal)  has been  received by L&L that it has not filed a
Return or paid Taxes required to be filed or paid by it.

                  (iii) L&L is not a party to any pending  action or  proceeding
for  assessment or collection of Taxes,  nor has such action or proceeding  been
asserted or, to the knowledge of the Stockholders,  threatened  (either formally
or informally), against it or any of its assets.

                  (iv)  Except  as  reflected  in  the  Returns,  no  waiver  or
extension  of any statute of  limitations  is in effect with respect to Taxes or
Returns of L&L.

                  (v) There are no requests for  rulings,  subpoenas or requests
for information pending with respect to L&L.

                  (vi) No power of attorney has been granted by L&L with respect
to any matter relating to Taxes.

                  (vii) The amount of liability  for unpaid Taxes of L&L for all
periods  ending on or before the Closing Date will not, to the  knowledge of the
Stockholders,  in the  aggregate,  exceed  the amount of the  current  liability
accruals for Taxes (excluding reserves for deferred taxes), as such accruals are
reflected on the consolidated balance sheet of L&LL&L as of the Closing Date.

            (f) Except as disclosed in Section 3.19 of the Disclosure Schedule:

                  (i) L&L has not issued or  assumed  any  indebtedness  that is
subject to section 279(b) of the Code.

                  (ii) L&L has not entered into any compensatory agreements with
respect to the performance of services which payment  thereunder would result in
a nondeductible expense pursuant to Section 280G of the Code or an excise tax to
the recipient of such payment pursuant to Section 4999 of the Code.



                                    -14-
COR\60713.4

<PAGE>



                  (iii) No election has been made under  Section 338 of the Code
with respect to L&L and no action has been taken that would result in any income
tax  liability  to L&L as a result of deemed  election  within  the  meaning  of
Section 338 of the Code.

                  (iv) No consent  under  Section  341(f) of the Code has been
               filed with respect to L&L.

                  (v)  L&L has not  agreed,  nor is it  required  to  make,  any
adjustment under Code Section 481(a) by reason of change in accounting method or
otherwise.

                  (vi)  L&L has not  disposed  of any  property  that  has  been
accounted for under the installment method.

                  (vii) L&L has not made any of the  foregoing  elections and is
not required to apply any of the foregoing  rules under any comparable  state or
local income tax provisions.

            (g) J.D. Meier will acquire at least 90% of the fair market value of
the net assets  and at least 70% of the fair  market  value of the gross  assets
held  by  L&L   immediately   prior  to  the  Merger.   For   purposes  of  this
representation,  amounts paid by L&L to its stockholders,  assets of L&L used to
pay its reorganization  expenses,  and all redemptions and distributions (except
for regular,  normal  dividends) made by L&L  immediately  preceding the Merger,
will be included as assets of L&L held immediately prior to the Merger.

            (h)  The  liabilities  of L&L  assumed  by the  J.D.  Meier  and the
liabilities to which the transferred  assets of L&L are subject were incurred by
L&L in the ordinary course of its business.

            (i)  L&L  is  not  an  investment  company.  For  purposes  of  this
representation,  the term  "investment  company"  means a  regulated  investment
company,  a real estate  investment  trust,  or a corporation 50% or more of the
value of whose  total  assets  are stock and  securities  and 80% or more of the
value of whose total  assets are assets held for  investment.  In making the 50%
and the 80% determinations under the preceding sentence, stock and securities in
any subsidiary  corporation will be disregarded and the parent  corporation will
be deemed to own its ratable share of the subsidiary's assets.

            (j) L&L is not  under the  jurisdiction  of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

      Section 3.20Customers.  Section 3.20 of the Disclosure Schedule sets forth
a complete and correct list of: (a) all customers whose purchases exceeded 5% of
the aggregate net sales of L&L for the fiscal year ended  December 31, 1996; and
(b) all customers who have  delivered a notice of  cancellation  or default with
respect to any agreement,  contract or other  arrangement with L&L since January
1, 1996  involving an amount in excess of $20,000 or with whom L&L has delivered
a formal notice of a default with respect to, any  agreement,  contract or other
arrangement since January 1,


                                    -15-
COR\60713.4

<PAGE>



1996,  involving  an amount in excess of  $20,000,  in each case with or without
cause, prior to the stated expiration thereof.

      Section 3.21Insurance.

            (a) Section 3.21 of the  Disclosure  Schedule  sets forth a true and
complete  list of all policies of insurance,  increased  value,  protection  and
indemnity,   title  insurance,   liability  and  casualty  insurance,   property
insurance, auto insurance,  business interruption insurance, tenant's insurance,
workers' compensation,  life insurance, disability insurance, excess or umbrella
insurance  and any other type of  insurance  insuring  the  properties,  assets,
employees or  operations  of L&L  (collectively  the  "Policies").  L&L has made
available to BNC a true, complete and accurate copy of all Policies.

            (b) All  Policies are in full force and effect.  L&L shall  maintain
the  coverage  under all  Policies in full force and effect  through the Closing
Date.

            (c) Except as set forth in Section 3.21 of the Disclosure  Schedule,
there is no claim by L&L or any other Person  pending  under any of the Policies
as to which coverage has been denied or disputed by the  underwriters or issuers
of such  Policies.  L&L has not received any notice of default and L&L is not in
default under any provision of the Policies.

            (d) Except as set forth in Section 3.21 of the Disclosure  Schedule,
L&L has not since January 1, 1997 received any written  notice from or on behalf
of any insurance  carrier or other issuer  issuing such Policies that  insurance
rates or other  annual  premium  or fee in  effect  as of the date  hereof  will
hereafter  be  materially   increased,   that  there  will  be  a   non-renewal,
cancellation or increase in a deductible (or a material  increase in premiums in
order to maintain an existing deductible) of any of the Policies in effect as of
the  date  hereof,  or  that  material   alteration  of  any  equipment  or  any
improvements to any of the Owned Properties or the Leased  Properties,  purchase
of additional material equipment, or material modification of any of the methods
of doing business of L&L will be required after the date hereof.

      Section  3.22Safety  and Health.  The property and assets of L&L have been
and are being  operated in compliance in all respects with all  Applicable  Laws
designed to protect safety or health, or both, including without limitation, the
Occupational  Safety and Health Act, and the  regulations  promulgated  pursuant
thereto,  except for any  violations or  deficiency  which would not result in a
Material  Adverse Effect.  Except as set forth in Section 3.22 of the Disclosure
Schedule, L&L has not received any written notice of any violations, deficiency,
investigation or inquiry from any Governmental  Entity,  employer or third party
under  any  such  law  and,  to the  knowledge  of  the  Stockholders,  no  such
investigation or inquiry is planned or threatened.

      Section 3.23Labor Matters.

            (a) Set forth in Section 3.23 of the  Disclosure  Schedule is a list
of all: (i)  outstanding  employment,  consulting  or  management  agreements or
contracts with  officers,  directors or employees of L&L that are not terminable
on no more than 30 days notice, or that provide for the


                                    -16-
COR\60713.4

<PAGE>



payment of any bonus or commission;  and (ii) agreements,  policies or practices
that require L&L to pay termination or severance pay to salaried,  non-exempt or
hourly  employees in excess of 30 days' salary and benefits to any employee upon
termination of such employee's  employment  (other than as required by law). L&L
has made available to BNC complete and correct copies of all such employment and
labor  agreements.  Except  as set  forth  in  Section  3.23  of the  Disclosure
Schedule,  L&L has not  breached or  otherwise  failed to comply in any material
respect with any provisions of any employment and labor agreement, and there are
no grievances outstanding thereunder.

            (b) Except as set forth in Section 3.23 of the Disclosure  Schedule:
(i) L&L is in  compliance  in all material  respects  with all  Applicable  Laws
relating to employment and employment  practices,  wages,  hours,  and terms and
conditions  of  employment;  (ii) there is no unfair  labor  practice  charge or
complaint against L&L pending before any Governmental  Entity; (iii) there is no
representation  claim or petition pending before any Governmental  Entity;  (iv)
there are no charges  with  respect to or  relating  to L&L  pending  before any
Governmental  Entity  responsible  for the  prevention  of  unlawful  employment
practices;  and (v) L&L has not had formal notice from any  Governmental  Entity
responsible  for the  enforcement of labor or employment laws of an intention to
conduct an  investigation of L&L and, to the knowledge of the  Stockholders,  no
such investigation is in progress.

      Section  3.24Transactions  with  Certain  Persons.  Except as set forth in
Section 3.24 of the  Disclosure  Schedule,  no director,  officer or employee of
L&L,  L&L or any of their  respective  Affiliates  is  presently  a party to any
transaction  with L&L,  including any contract,  agreement or other  arrangement
providing  for the  furnishing  of services by or the rental of real or personal
property from any such Person or from any of its Affiliates.

      Section  3.25Propriety  of Past  Payments.  Except as set forth in Section
3.25 of the Disclosure  Schedule,  to the knowledge of the Stockholders,  (a) no
funds or assets of L&L have been used for illegal  purposes;  (b) no  unrecorded
funds  or  assets  of  L&L  have  been  established  for  any  purpose;  (c)  no
accumulation  or use of L&L's  corporate  funds or assets has been made  without
being properly  account for on the books and records of L&L; (d) all payments by
or behalf of L&L have been duly and properly  recorded and  accounted for in its
respective books and records; (e) no fraudulent entry has been made in the books
and records of L&L for any reason;  (f) no payment has been made by or on behalf
of L&L with the  understanding  that any part of such  payment is to be used for
any purpose other than that described in the documents  supporting such payment;
and (g) L&L has not made, directly or indirectly,  any illegal  contributions to
any political party or candidate.

      Section  3.26Intellectual  Property. L&L either owns or has valid licenses
to use all  patents,  copyrights,  trademarks,  software,  databases,  and other
technical  information used in its business as presently  conducted,  subject to
limitations  contained  in the  agreements  governing  the  use of  same,  which
limitations  are customary for companies  engaged in businesses  similar to L&L.
L&L is in  compliance  with all such  licenses and  agreements  and there are no
pending  or,  to the  knowledge  of the  Stockholders,  threatened,  Proceedings
challenging  or  questioning  the  validity or  effectiveness  of any license or
agreement  relating to such property or the right of L&L to use, copy, modify or
distribute the same.



                                    -17-
COR\60713.4

<PAGE>



      Section  3.27Bank  Accounts;  Powers  of  Attorney.  Section  3.27  of the
Disclosure Schedule sets forth with respect to each bank account or cash account
maintained by L&L at any bank,  brokerage or other  financial  firm, the name of
the institution at which such account is maintained,  the number of the account,
and the names of the  individuals  having  authority to withdraw funds from such
account.

      Section 3.28Director and Officer Indemnification.  The directors, officers
and employees of L&L are not entitled to  indemnification  by L&L, except to the
extent that indemnification  rights are provided for generally by Applicable Law
or such  corporation's  charter or by-laws  and there are no pending  claims for
indemnification by any such director, officer or employee.

      Section  3.29Brokers' and Finders' Fee. No agent,  broker,  person or firm
acting  on  behalf  of L&L or the  Stockholders  is or will be  entitled  to any
commission or brokers' or finders' fees payable by L&L in connection with any of
the transactions contemplated herein.

      Section  3.30Documents  and  Written  Materials.  Originals  or  true  and
complete  copies of all documents or other written  materials  underlying  items
listed in the  Disclosure  Schedule have been furnished or made available to BNC
in the form in which each of such documents is in effect.

      Section  3.31Effectiveness  of Representations and Warranties.  All of the
representations  and  warranties of L&L and the  Stockholders  in this Agreement
shall be true in all  material  respects on the Closing Date and shall be deemed
to have been made  again by L&L and the  Stockholders  on and as of the  Closing
Date.


                                   ARTICLE 4
                       REPRESENTATIONS AND WARRANTIES OF
                             BNC AND J.D. MEIER

      BNC and the J.D. Meier jointly and severally  represent and warrant to and
agree with L&L and the Stockholders as follows:

      Section 4.1 Organization.  Each of BNC and the J.D. Meier is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
state of its incorporation  and has all requisite  corporate power and authority
to own its properties and carry on its business as it is now being conducted. No
actions or  proceedings  to dissolve  either BNC or the J.D.  Meier are pending.
Each of BNC and the J.D.  Meier is duly qualified or licensed to do business and
is in good standing in each jurisdiction in which the property owned,  leased or
operated by it or the conduct of its business  requires such a qualification  or
licensing.  Neither BNC nor J.D.  Meier is in violation of any  provision of its
certificate or articles of incorporation or by-laws.

      Section  4.2  Capital  Stock:  (a) The  authorized  capital  stock  of BNC
consists of 10,000,000 shares of BNC Common Stock, of which 2,338,720 shares are
issued and outstanding and 25,380 are held in its treasury, and 2,000,000 shares
of preferred stock, $.01 par value per share,


                                    -18-
COR\60713.4

<PAGE>



none of which is issued and  outstanding.  All issued and outstanding  shares of
BNC Common Stock have been duly  authorized and are validly  issued,  fully paid
and non-assessable.

            (b)  Except  for  the  options   granted   under   BNC's   incentive
compensation  programs,  an option granted to Dain Bosworth Incorporated in July
1995 and as specified in this Agreement,  there are no outstanding stock options
or other  rights  to  acquire  any  shares  of the  capital  stock of BNC or any
security  convertible  into common stock and BNC does not have any obligation or
other commitment to issue, sell or deliver any of the foregoing or any shares of
its capital stock. All shares of BNC Common Stock have been issued in compliance
with all legal  requirements and without violation of any pre-emptive or similar
rights.

            (c) The shares of BNC Common Stock to be issued hereby,  when issued
in accordance  with the terms of this Agreement,  will be validly issued,  fully
paid and non-assessable.

      Section 4.3 Authority;  Enforceability. Each of BNC and the J.D. Meier has
the  requisite  corporate  power and  authority  to  execute  and  deliver  this
Agreement and the  Employment  Agreements,  as the case may be, and to carry out
its  obligations   hereunder  and  thereunder.   The  execution,   delivery  and
performance  of  this  Agreement  and  the   Employment   Agreements,   and  the
consummation of the transactions  contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of each of BNC and J.D.
Meier , as appropriate, and no other corporate proceedings on the part of either
BNC or J.D.  Meier are necessary to authorize  this  Agreement or the Employment
Agreements or to consummate the  transactions  contemplated  hereby and thereby.
This  Agreement  has been,  and the  Employment  Agreements,  when  executed and
delivered  in  accordance  with the terms  hereof  will be,  duly  executed  and
delivered by each of BNC and the J.D. Meier , as the case may be, and constitute
valid and binding  obligations  of each of BNC and the J.D.  Meier , as the case
may be, enforceable against each of them in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
and similar laws affecting the  enforcement of creditors'  rights  generally and
equitable  principles  which may limit the  availability  of  certain  equitable
remedies in certain instances.

      Section 4.4 No  Conflicts.  Neither the execution and the delivery of this
Agreement  or  the  Employment   Agreements  by  BNC  or  J.D.  Meier,  nor  the
consummation of the transactions  contemplated hereby or thereby, nor compliance
with any of the terms hereof or thereof,  do or will (a) conflict with or result
in any breach of the provisions of the certificate or articles of  incorporation
or by-laws of BNC or J.D.  Meier,  (b) result in the  violation or breach of, or
constitute  (with or without  due notice or the lapse of time or both) a default
(or give rise to any right of termination,  cancellation or acceleration) under,
any of  the  terms,  conditions  or  provisions  of any  note,  bond,  mortgage,
indenture,  license,  contract,  agreement or other  instrument or obligation to
which  either  BNC or J.D.  Meier is a party  or by  which  any of them or their
respective  properties or assets may be bound,  or (c) violate any order,  writ,
injunction,  decree, statute, rule or regulation applicable to either BNC or the
J.D. Meier or any of their respective properties or assets.

      Section 4.5 Consent. No consent,  approval,  order or authorization of, or
declaration,  filing or  registration  with,  any  Governmental  Entity or other
Person is required to be  obtained  or made by BNC or J.D.  Meier in  connection
with the execution, delivery or performance by BNC or J.D.


                                    -19-
COR\60713.4

<PAGE>



Meier of this Agreement or the Employment  Agreements or the consummation by any
of them of the transactions contemplated hereby or thereby.

      Section 4.6 Brokers' and Finders'  Fee. No Person  acting on behalf of BNC
or J.D.  Meier is or will be entitled to any  commission or brokers' or finders'
fees payable by BNC or J.D.  Meier in  connection  with any of the  transactions
contemplated herein.

      Section 4.7 Effectiveness of  Representations  and Warranties.  All of the
representations  and warranties of BNC and J.D. Meier in this Agreement shall be
true in all  material  respects on the Closing  Date and shall be deemed to have
been made again by BNC and J.D. Meier on and as of the Closing Date.


                                   ARTICLE 5
                             PRE-CLOSING COVENANTS

      Section 5.1 Legal Requirements.

            (a)  Subject  to the  conditions  set forth in  Section 6 and to the
other  terms and  provisions  of this  Agreement,  each of the  parties  to this
Agreement agrees to take, or cause to be taken, all reasonable actions necessary
to comply promptly with all legal requirements  applicable to it with respect to
the transactions contemplated by this Agreement and will promptly cooperate with
and furnish  information to each other in connection with any such  requirements
imposed upon any of them. Each of L&L, the Stockholders, BNC and J.D. Meier will
take all reasonable  actions  necessary to obtain,  and will cooperate with each
other in  obtaining,  any consent,  authorization,  order or approval of, or any
exemption by, any Governmental Entity or other public or private party, required
to be  obtained or made by it or the taking or any action  contemplated  by this
Agreement in order to effect the Merger in accordance with this Agreement at the
earliest practicable date.

      Section 5.2 Access to Properties and Records.  Until the Closing Date, L&L
shall allow BNC and its authorized  representatives  full access,  during normal
business hours and on reasonable  notice, to all of L&L's  properties,  offices,
equipment,  inventory and other assets, documents,  files, books and records, in
order to allow BNC a full opportunity to make such  investigation and inspection
as its  desires of L&L's  business  and assets.  L&L shall  further use its best
efforts to cause its employees, counsel and independent public accountants to be
available upon reasonable  notice to answer  questions of BNC's  representatives
concerning  the  business  and  affairs of L&L,  and shall  further use its best
efforts  to cause  them to make  available  all  relevant  books and  records in
connection with such inspection and examination,  including, without limitation,
work papers for all audits and reviews of financial statements of L&L.

      Section 5.3 Conduct of Business By Both Parties Prior to the Closing Date.
During the period from the date of this Agreement to the Effective Time, L&L and
BNC shall each use its  reasonable  best  efforts to  preserve  the  goodwill of
suppliers,  customers  and  others  having  business  relations  with it and its
subsidiaries  and to do  nothing  knowingly  to impair  its  ability to keep and
preserve  its  business  as it  exists  on the date of this  Agreement.  Without
limiting the generality of


                                    -20-
COR\60713.4

<PAGE>



the  foregoing,  during  the  period  from  the  date of this  Agreement  to the
Effective Time neither BNC (and BNC shall cause its subsidiaries not to) nor L&L
shall (and L&L shall without the prior written consent of the other:

            (a) declare,  set aside,  increase or pay any dividend including any
stock  dividend,  or  declare  or make  any  distribution  on,  or  directly  or
indirectly combine,  redeem,  reclassify,  purchase,  or otherwise acquire,  any
shares of its capital stock.

            (b) amend its  articles of  incorporation  or  by-laws,  or adopt or
amend any resolution or agreement  concerning  indemnification of its directors,
officers, employees or agents;

            (c) commit or omit to do any act which act or omission would cause a
breach  of  any  covenant  contained  in  this  Agreement  or  would  cause  any
representation  or warranty  contained in this Agreement to become untrue in any
material respect,  as if each such representation and warranty were continuously
made from and after the date hereof;

             (d)  violate  any  applicable  law,  statute,  rule,   governmental
regulation or order that would have a Material Adverse Effect on such party;

            (e) fail to maintain  its books,  accounts  and records in the usual
manner on a basis consistent with that heretofore employed;

            (f)  fail to pay,  or to make  adequate  provision  in all  material
respects for the payment of, all Taxes,  interest payments and penalties due and
payable (for all periods up to the Effective Time, including that portion of its
fiscal year to and including the Effective Time) to any city, parish, state, the
United  States,  foreign  or any other  taxing  authority,  except  those  being
contested  in good faith by  appropriate  proceedings  and for which  sufficient
reserves have been established, or make any elections with respect to Taxes; or

            (g) authorize any of, or agree or commit to do any of, the foregoing
actions.

      Section 5.4 Conduct of Business By L&L Prior to the Closing  Date.  During
the period from the date of this Agreement to the Effective Time, in addition to
its  covenants  set forth in  Section  5.3,  L&L shall use its best  efforts  to
preserve  the  possession  and  control  of all of its  assets  other than those
permitted  to be  disposed of  pursuant  to the terms of this  Agreement,  shall
conduct its business only in the ordinary course  consistent with past practice,
and, except as otherwise  provided  herein,  shall not without the prior written
consent of BNC:

            (a) make any material  change in the conduct of its  businesses  and
operations or enter into any  transaction  other than in the ordinary  course of
business consistent with past practices;

            (b)  issue  any  additional   shares  of  capital  stock  or  equity
securities or grant any option, warrant or right to acquire any capital stock or
equity securities;  issue any security  convertible into or exchangeable for its
capital stock; alter any material term of any of its outstanding


                                    -21-
COR\60713.4

<PAGE>



securities  or make any change in its  outstanding  shares of  capital  stock or
other ownership interests or its  capitalization,  whether by reason of exchange
or readjustment of shares, stock dividend or otherwise;

            (c) incur,  assume or guarantee any indebtedness for borrowed money,
issue any notes,  bonds,  debentures or other corporate  securities or grant any
option, warrant or right to purchase any thereof;

            (d)  make  any  sale,  assignment,  transfer,  abandonment  or other
conveyance  of  any  of  its  material  assets  or  any  part  thereof,   except
transactions pursuant to existing contracts set forth in the Disclosure Schedule
and dispositions of worn-out or obsolete  equipment for fair or reasonable value
in the ordinary course of business consistent with past practices;

            (e) subject any of its assets or  properties  to a Lien other than a
Permitted Lien;

            (f)  acquire  any  assets  or  properties,  or enter  into any other
transactions, other than in the ordinary course of business;

            (g) make or commit to make any capital  expenditure not disclosed in
Section 5.4 of the Disclosure Schedule;

            (h) pay,  loan or advance any amount to, or sell,  transfer or lease
any  properties or assets to, or enter into any agreement or  arrangement  with,
any of its Affiliates;

            (i)  guarantee  any  indebtedness  for  borrowed  money or any other
obligation of any other Person;

            (j) fail to keep in full force and effect  insurance  comparable  in
amount and scope to coverage  maintained  by it (or on behalf of it) on the date
hereof;

            (k)  take  any   other   action   that   would   cause  any  of  the
representations  and warranties made by L&L in this Agreement not to remain true
and correct in all material respects;

            (l) make any loan, advance or capital  contribution to or investment
in any Person;

            (m) make any  change  in any  method  of  accounting  or  accounting
principle,  method,  estimate or practice except for any such change required by
reason of a concurrent  change in generally  accepted  accounting  principles or
write-down the value of any inventory or write-off as uncollectible any accounts
receivable  except in the  ordinary  course  of  business  consistent  with past
practices;

            (n) enter  into or  modify  any  employment,  severance  or  similar
agreement or arrangement with any director or employee, or grant any increase in
the rate of wages,  salaries,  bonuses or other  compensation or benefits of any
executive officer or other employee other than


                                    -22-
COR\60713.4

<PAGE>


increases in wages,  salaries,  bonuses,  compensation  or  benefits to field or
operating employees made in the ordinary course of business;

            (o)    enter into any new line of business;

            (p)  make  any  tax   election   that  is   inconsistent   with  any
corresponding election made on a prior return or settle or compromise any income
tax  liability  for an  amount  in  excess  of the  liability  therefor  that is
reflected on the L&L Financial Statements; or

            (q) authorize any of, or agree or commit to do any of, the foregoing
actions.

      Section  5.5 Public  Statements.  Prior to the Closing  Date,  none of the
parties to this  Agreement  shall,  and each party shall use its best efforts so
that none of its advisors,  officers,  directors or employees shall, except with
the prior written consent of the other parties, publicize,  announce or describe
to any third  person,  except  their  respective  advisors  and  employees,  the
execution or terms of this  Agreement,  the parties  hereto or the  transactions
contemplated  hereby,  except as required by law or as required pursuant to this
Agreement  to obtain the consent of such third  person;  provided,  in any case,
that BNC may make such disclosures and announcements as it is advised by counsel
are necessary under applicable securities laws.

      Section 5.6 No  Solicitation.  The  Stockholders and L&L will not prior to
the earlier of the Closing Date or the termination of this Agreement pursuant to
Section  7.1,  (nor will they  permit  any of their  Affiliates  or any of L&L's
officers,  directors or agents to) directly or indirectly solicit or participate
or engage in or  initiate  any  negotiations  or  discussions,  or enter into or
authorize any agreement or agreements in principle, or announce any intention to
do any of the foregoing, with respect to any offer or proposal to acquire all or
any significant part of L&L's business and properties or any L&L Common Stock or
other capital stock or securities,  whether by merger, exchange,  consolidation,
purchase of assets,  purchase of stock or otherwise.  The  Stockholders  and L&L
will  notify  BNC  promptly  upon  receipt  of  any  inquiry,   offer  or  other
communication from any third party regarding any such activities.

      Section 5.7 Update  Information.  Each party hereto will promptly disclose
to the other any information contained in its representations and warranties and
on the  related  section of the  Disclosure  Schedule  that  because of an event
occurring  after the date hereof is incomplete or no longer  correct;  provided,
however,  that none of such  disclosures  will be deemed or modified,  amend, or
supplement the  representations  and warranties of such party,  unless the other
party consents to such modification, amendment, or supplement in writing.

      Section 5.8 Consultation and Reporting. During the period from the date of
this Agreement to the Closing Date, L&L will, subject to any applicable legal or
contractual  restrictions,  confer on a regular and  frequent  basis with BNC to
report  material  operational  matters  and to report on the  general  status of
ongoing  operations.  L&L will notify BNC of any  unexpected  emergency or other
change  in  the  normal  course  of its  business  or in  the  operation  of its
properties  and of any  governmental  complaints,  investigations,  adjudicatory
proceedings,  or hearings  (or  communications  indicating  that the same may be
contemplated) and will keep the other fully informed of such events


                                    -23-
COR\60713.4

<PAGE>



and permit its representatives  prompt access to all materials prepared by or on
behalf of such party or served on them, in connection therewith.


                                   ARTICLE 6
                              CLOSING CONDITIONS

      Section  6.1  Conditions   Applicable  to  all  Parties.   The  respective
obligations of each party to consummate the  transactions  contemplated  by this
Agreement shall be subject to the satisfaction or, where permissible,  waiver by
such party of the following conditions at or prior to the Closing Date:

            (a)  No  statute,   rule,   regulation,   executive  order,  decree,
preliminary or permanent  injunction or restraining  order shall be in effect by
any court of competent jurisdiction or other Governmental Entity which prohibits
or  restricts  the  consummation  of  the  transactions   contemplated  by  this
Agreement,  and no action,  suit,  claim or proceeding by a Governmental  Entity
before any court or other  Governmental  Entity shall have been commenced and be
pending which seeks to prohibit or restrict the consummation of the transactions
contemplated by this Agreement; and

            (b) All consents and approvals of any Governmental  Entity necessary
for  consummation  of the  transactions  contemplated  hereby  shall  have  been
obtained.

      Section  6.2  Conditions  to  Obligations  of BNC  and  J.D.  Meier  . The
obligations of BNC and J.D. Meier to consummate the transactions contemplated by
this  Agreement are subject to the  satisfaction  of the  following  conditions,
unless waived by BNC and J.D. Meier :

            (a) The  representations  and warranties of L&L and the Stockholders
set forth in this Agreement  shall be true and correct in all material  respects
as of the date of this  Agreement  and as of the Closing  Date as though made on
and as of the Closing Date, except as otherwise  contemplated by this Agreement,
and L&L and the Stockholders  shall have performed in all material  respects all
obligations required to be performed by them under this Agreement at or prior to
the Closing Date.

            (b) All  consents  and  approvals  of third  parties  necessary  for
consummation of the transactions  contemplated by this Agreement shall have been
obtained.

            (c) Each of the  Stockholders  shall have  executed and delivered to
BNC an Employment Agreement in the form attached hereto as Exhibit "C."

            (d) BNC shall have received a  certificate,  dated the Closing Date,
of the  president  of L&L and  each  of the  Stockholders  certifying  as to the
matters specified in Section 6.2(a).

            (e) L&L will  have  delivered  to BNC,  each  dated as of a date not
earlier than five days prior to the Closing Date,  (i) copies of the articles of
incorporation  certified by the  appropriate  government  official of L&L,  (ii)
certificates from the appropriate governmental official to the effect


                                    -24-
COR\60713.4

<PAGE>



that L&L is in good standing in L&L's  jurisdiction of incorporation and listing
all  organizational  documents on file, (iii) a certificate from the appropriate
governmental  official  in each  jurisdiction  in which L&L is  qualified  to do
business to the effect that it is in good standing in such jurisdiction and (iv)
certificates as to the tax status of L&L in its jurisdiction of organization and
each jurisdiction in which it is qualified to do business.

            (f) BNC shall  have  received  a  certificate  of a duly  authorized
officer of L&L,  dated the Closing Date,  certifying as to the incumbency of any
person  executing this Agreement or any certificate or other document  delivered
in connection with this Agreement and certifying as to such other matters as BNC
shall reasonably request.

            (g) BNC shall have  received a letter from Arthur  Andersen LLP, its
independent public  accountants,  stating that the Merger qualifies as a pooling
of interests under generally accepted accounting principles.

            (h) Any and all changes  made to the  Disclosure  Schedule  shall be
satisfactory in all respects to BNC.

      Section 6.3  Conditions to Obligations  of L&L and the  Stockholders.  The
obligations  of  L&L  and  the   Stockholders  to  consummate  the  transactions
contemplated by this Agreement are subject to the  satisfaction of the following
conditions, unless waived by L&L and the Stockholders:

            (a) The  representations  and  warranties of BNC and J.D.  Meier set
forth in this Agreement shall be true and correct in all material respects as of
the date of this  Agreement  and as of the Closing Date as though made on and as
of the Closing Date, except as otherwise contemplated by this Agreement, and BNC
and J.D.  Meier shall have  performed in all material  respects all  obligations
required to be performed by them under this Agreement at or prior to the Closing
Date.

            (b) BNC shall have the Merger  Consideration  available for delivery
pursuant to Section 2.

            (c)  BNC  shall  have   executed  and   delivered  to  each  of  the
Stockholders an Employment Agreement.

            (d) L&L shall have received a  certificate,  dated the Closing Date,
of the president of BNC and J.D. Meier certifying as to the matters specified in
Section 6.3(a).

            (e) All governmental and other  third-party  consents and approvals,
if any, necessary to permit the consummation of the transactions contemplated by
this Agreement will have been received.

            (f) The Lahr and  Charnholm  Agreements  shall have been  amended to
incorporate the following changes:



                                    -25-
COR\60713.4

<PAGE>



                   (i) employment  term:  from the effective date of the Merger
until termination on December 31, 2000.

                  (ii) salary:  $100,000 per calendar year commencing January 1,
1998; no commissions.

                  (iii)  health  insurance:  Employee  and his  spouse  shall be
entitled to coverages  equal to the benefits  provided by BNC to its  management
level  employees  as of January 1, 1998,  and until the employee and his spouse,
respectively,  are  eligible  for benefits  under the Federal  Medicare  System;
provided that the employee remains  employed by BNC or one of its  subsidiaries.
After  employee  is no longer  employed by BNC or one of its  subsidiaries,  the
employee will reimburse BNC for the costs of insurance  coverage for himself and
his spouse.

            (g) BNC shall have executed guarantee agreements with respect to the
Lahr and Charnholm Agreements.


                                   ARTICLE 7
                           TERMINATION AND AMENDMENT

     Section  7.1  Termination.  This  Agreement  may be  terminated  and may be
abandoned at any time prior to the Closing Date:

                  (a)    by mutual consent of BNC, L&L and the Stockholders ;

                  (b) by BNC,  L&L or the  Stockholders,  as the case may be, if
(a) there  shall have been a material  breach of any  representation,  warranty,
covenant or agreement on the part of L&L or the  Stockholders  or on the part of
BNC or J.D.  Meier,  as the case may be,  which breach shall not have been cured
prior to the earlier of (i) 10 days following notice of such breach and (ii) the
Closing Date; or (b) any permanent injunction or other order of a court or other
competent  Governmental Entity preventing the transactions  contemplated by this
Agreement shall have become final and nonappealable; or

                  (c) by BNC or L&L if the  transactions  contemplated  by  this
Agreement  shall  not have  been  consummated  on or before  January  31,  1998;
provided,  that the right to terminate this Agreement  under this Section 7.1(c)
shall not be  available  to any party whose  breach of its  representations  and
warranties  in this  Agreement or whose  failure to perform any of its covenants
and  agreements  under  this  Agreement  has  resulted  in  the  failure  of the
transactions contemplated by this agreement to occur on or before such date.

      Section 7.2 Effect of  Termination.  In the event of a termination of this
Agreement as provided in Section 7.1, this Agreement shall forthwith become void
and there shall be no liability or obligation under any provisions hereof on the
part of BNC, L&L or the  Stockholders,  except (a) pursuant to the covenants and
agreements  contained in Section 10.1 and this Section 7.2 and (b) to the extent
that such termination results from the willful material breach by a party hereto
of any of


                                    -26-
COR\60713.4

<PAGE>



its  representations,  warranties,  covenants  or  agreements  set forth in this
Agreement,  in which case the non-breaching  party shall have a right to recover
its damages caused thereby.

      Section 7.3 Extension;  Waiver. At any time prior to the Closing Date, the
parties  hereto  may,  in their  respective  sole  discretion  and to the extent
legally  allowed,  (a)  extend  the  time  for  the  performance  of  any of the
obligations  or  other  acts  of  the  other  parties  hereto;   (b)  waive  any
inaccuracies in the  representations  and warranties  contained herein or in any
document  delivered  pursuant thereto;  and (c) waive compliance with any of the
agreements or conditions  contained herein. Any agreement on the part of a party
hereto to any such  extension  or waiver  shall be valid  only if set forth in a
written instrument signed by or on behalf of such party.


                                   ARTICLE 8
                           INDEMNIFICATION; REMEDIES

     Section 8.1 Indemnification by Stockholders.  Except as otherwise expressly
provided in  -------------------------------  this Article 8, from and after the
Closing Date the Stockholders shall defend,  indemnify and hold harmless BNC and
each of BNC's officers, directors, employees, Affiliates, successors and assigns
(BNC and such persons,  collectively,  "BNC's Indemnified  Persons"),  and shall
reimburse  BNC's  Indemnified  Persons,  for,  from and  against  each and every
demand,  claim,  action,  loss,  liability,  judgment,  damage, cost and expense
(including,  without limitation,  interest,  penalties, costs of preparation and
investigation, and the reasonable fees, disbursements and expenses of attorneys,
accountants and other professional advisors) (collectively, "Losses") imposed on
or incurred by BNC's Indemnified Persons,  directly or indirectly,  relating to,
resulting  from or arising out of: (a) any inaccuracy in any  representation  or
warranty  of L&L or the  Stockholders  in  this  Agreement  or any  certificate,
document or other instrument delivered or to be delivered pursuant hereto in any
respect whether or not BNC's Indemnified Persons relied thereon or had knowledge
thereof or (b) any breach or nonperformance of any covenant,  agreement or other
obligation of L&L or the  Stockholders  under this Agreement or any certificate,
document or other instrument delivered pursuant hereto..

      Section 8.2 Indemnification by BNC. Except as otherwise expressly provided
in this Article 8, from and after the Closing Date BNC shall  defend,  indemnify
and hold  harmless the  Stockholders  and each of their  respective  Affiliates,
successors  and  assigns  (such  persons,   collectively,   "L&L's   Indemnified
Persons"),  and shall reimburse L&L's Indemnified Persons, for, from and against
all Loses  imposed on or  incurred  by L&L's  Indemnified  Persons,  directly or
indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in
any representation or warranty of BNC or the J.D. Meier in this Agreement or any
certificate,  document  or other  instrument  delivered  pursuant  hereto in any
respect whether or not L&L's Indemnified Persons relied thereon or had knowledge
thereof or (b) any breach or nonperformance of any covenant,  agreement or other
obligation  of BNC or  J.D.  Meier  under  this  Agreement  or any  certificate,
document or other instrument delivered pursuant hereto.

      Section 8.3 Notice and Defense of Third Party  Claims.  If any third party
demand,  claim,  action or  proceeding  shall be brought or asserted  under this
Article 8 against an indemnified party


                                    -27-
COR\60713.4

<PAGE>



or any  successor  thereto  (the  "Indemnified  Person")  in  respect  of  which
indemnity may be sought under this Article 8 from an indemnifying  person or any
successor thereto (the "Indemnifying Person"), the Indemnified Person shall give
prompt  written  notice  thereof to the  Indemnifying  Person who shall have the
right to  assume  its  defense,  including  the  hiring  of  counsel  reasonably
satisfactory to the Indemnified  Person and the payment of all expenses;  except
that any delay or failure to so notify the Indemnifying Person shall relieve the
Indemnifying  Person of its obligations under this Article 8 only to the extent,
if at all,  that it is  prejudiced  by  reason  of such  delay or  failure.  The
Indemnified Person shall have the right to employ separate counsel in any of the
foregoing  actions,  claims or  proceedings  and to  participate  in the defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
the Indemnified  Person unless both the Indemnified  Person and the Indemnifying
Person  are named as  parties  and the  Indemnified  Person  shall in good faith
determine that representation by the same counsel is inappropriate. In the event
that the Indemnifying Person, within ten days after notice of any such action or
claim, does not assume the defense thereof,  the Indemnified Personal shall have
the right to undertake  the defense,  compromise  or  settlement of such action,
claim or proceeding for the account of the Indemnifying  Person,  subject to the
right of the Indemnifying Person to assume the defense of such action,  claim or
proceeding with counsel reasonably satisfactory to the Indemnified Person at any
time  prior  to the  settlement,  compromise  or  final  determination  thereof.
Anything in this Article 8 to the  contrary  notwithstanding,  the  Indemnifying
Person shall not,  without the  Indemnified  Person's prior  consent,  settle or
compromise  any  action or claim or consent  to the entry of any  judgment  with
respect to any action, claim or proceeding for anything other than money damages
paid by the  Indemnifying  Person.  The  Indemnifying  Person  may,  without the
Indemnified Person's prior consent,  settle or compromise any such action, claim
or  proceeding  or consent  to entry of any  judgment  with  respect to any such
action or claim  that  requires  solely  the  payment  of money  damages  by the
Indemnifying  Person and that  includes  as an  unconditional  term  thereof the
release by the  claimant or the  plaintiff  of the  Indemnified  Person from all
liability in respect of such action, claim or proceeding.

      Section 8.4 Survival of Representations and Warranties.

            (a)  The  obligation  of  the   Stockholders   to  indemnify   BNC's
Indemnified  Persons  pursuant to Section 8.1 shall survive the  consummation of
the transactions contemplated by this Agreement.

            (b) The  obligation of BNC to indemnify  L&L's  Indemnified  Persons
pursuant  to Section  8.2 shall  survive the  consummation  of the  transactions
contemplated by this Agreement.

            (c) The  provisions  of this  Article 8 shall  apply to any claim of
Loss  resulting or arising from any untruth or inaccuracy of any  representation
or warranty of any party to this  Agreement  which gives rise to an indemnity to
one party from  another  party or parties,  with the intent that all such claims
shall be subject to the procedures,  limitations and other provisions  contained
in this Article 8. The indemnification  provided by Sections 8.1 and Section 8.2
shall be the sole and exclusive  remedy  available to the parties hereto for any
breach or inaccuracy of any of the  representations or warranties by a party set
forth in this Agreement.  Notwithstanding the foregoing,  the provisions of this
Article 8 shall not be deemed to preclude an action by any party for,


                                    -28-
COR\60713.4

<PAGE>
or a recovery pursuant to a final decision of a court of competent  jurisdiction
against any party for, actual, and not negligent or unintentional, fraud.


                                   ARTICLE 9
                                 DEFINED TERMS

      Section  9.1  Definitions.  In addition  to the other  defined  terms used
herein, as used in this Agreement, the following terms when capitalized have the
meanings indicated.

     "Affiliate" has the meaning  ascribed by Rule 12b-2  promulgated  under the
Exchange Act.

      "Agreement"  means  this  Agreement  and  Plan of  Merger,  including  the
Exhibits  hereto  and the  Disclosure  Schedule,  all as  amended  or  otherwise
modified from time to time.

      "Applicable  Law"  means  any  statute,  law,  rule or  regulation  or any
judgement, order, writ, injunction or decree of any Governmental Entity to which
a specified Person or its property is subject.

      "Benefit Arrangement" means any employment, severance or similar contract,
or any other  contract,  plan,  policy or  arrangement  (whether or not written)
providing for compensation,  bonus, profit-sharing,  stock option or other stock
related  rights or other forms of incentive or deferred  compensation,  vacation
benefits, insurance coverage (including any self-insured arrangement), health or
medical benefits, disability benefits, severance benefits and post-employment or
retirement benefits (including  compensation,  pension,  health, medical or life
insurance  benefits),  other than the Employee  Plans,  that (a) is  maintained,
administered  or  contributed  to by the employer and (b) covers any employee or
former employee of the employer.

      "Additional Shares" has the meaning ascribed to it in Section 2.1.

     "Articles  of Merger"  means the  Articles  of Merger in the form  attached
hereto as Exhibit "B."

     "Closing" means the  consummation of the Merger and the other  transactions
contemplated by this Agreement.

      "Closing Date" means the date on which the Closing occurs.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Disclosure  Schedule" means the disclosure  schedules and other documents
attached  hereto  as  Exhibit  "D"  prepared  by L&L  and  the  Stockholders  in
accordance with the applicable provisions of this Agreement.

      "Effective Time" has the meaning ascribed to it in Section 1.2.


                                    -29-
COR\60713.4

<PAGE>



      "Employee  Plan" means a plan or arrangement as defined in Section 3(3) of
ERISA,  that (a) is  subject  to any  provision  of  ERISA,  (b) is  maintained,
administered  or  contributed  to by the employer and  (c)covers any employee or
former employee of the employer.

      "Employment  Agreement" means an agreement in the form attached as Exhibit
"C" hereto to be entered into between BNC and each of the Stockholders.

      "Environmental  Laws" means all federal,  state,  local and foreign  laws,
common law duties,  ordinances,  codes and regulations  relating to pollution or
the protection of the environment.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and the rules and regulations promulgated thereunder.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Governmental  Entity" means any court or tribunal in any  jurisdiction or
any public,  governmental or regulatory body,  agency,  department,  commission,
board, bureau or other authority or instrumentality.

      "Indemnified Person" has the meaning ascribed to it in Section 8.3.

      "Indemnifying Person" has the meaning ascribed to it in Section 8.3.

      "knowledge"  whenever the term "knowledge" or "to the knowledge," or words
of similar  import are used herein,  the same shall mean and include any fact or
circumstance to which the affected Person either (a) had actual knowledge of, or
(b) should have had knowledge of, based upon reasonable inquiry made.

     "Lahr and Charnholm  Agreements" has the meaning  ascribed to it in Section
2.6.

      "L&L Annual  Financial  Statements"  means the balance  sheets and related
statements of operations,  stockholders'  equity and cash flows, and the related
notes thereto of L&L as of and for the fiscal years ended  December 31, 1996 and
1995.

      "L&L Common Stock" means the common stock of L&L.

      "L&L Financial  Statements" means the L&L Annual Financial  Statements and
the L&L Interim Financial Statements, collectively.

      "L&L Indemnified Persons" has the meaning ascribed to it in Section 8.2.

      "L&L Interim  Financial  Statements" means the unaudited balance sheet and
the related  unaudited  statements of income and cash flows of L&L as of and for
the nine-month period ended September 30, 1997.



                                    -30-
COR\60713.4

<PAGE>



      "Leases"  means any executory  lease to which L&L is subject having future
rental payments of more than $20,000 in the aggregate.

      "Leased Properties" has the meaning ascribed to it in Section 3.11.

      "Liens"  means  pledges,  liens,  defects,  leases,  licenses,   equities,
conditional sales contracts, charges, claims, encumbrances,  security interests,
easements,  restrictions, chattel mortgages, mortgages or deeds of trust, of any
kind or nature whatsoever.

      "Material Adverse Effect" means any fact, circumstance, event or condition
which has or would have a material  adverse effect on the business,  operations,
assets, financial condition of or prospects of L&L.

      "Material  Contract,"  with  respect to any  Person,  means any  executory
contract,  agreement or other understanding,  whether or not reduced to writing,
to which such Person or its respective property is subject,  including,  without
limitation,  (a) contracts,  agreements and commitments not made in the ordinary
course of  business  involving  an amount in  excess of  $20,000;  (b)  purchase
contracts  and supply  contracts  involving an amount in excess of $20,000 on an
annual basis; (c) contracts, loan agreements,  repurchase agreements, mortgages,
security agreements,  trust indentures,  promissory notes and other documents or
arrangements  relating to the borrowing of money or for lines of credit; (d) any
hedge,  swap,  exchange,   futures  or  similar  agreements  or  contracts;  (e)
agreements and other  arrangements  for the sale of any assets other than in the
ordinary  course of  business  or for the grant of any  options or  preferential
rights to purchase any assets,  property or rights involving an amount in excess
of $20,000;  (f) any joint venture,  partnership or similar  contract  involving
sharing  revenues,  expenses  or  profits;  (g)  any  non-disclosure  agreement,
non-competition   agreement,  tax  indemnity,  tax  sharing  or  tax  allocation
agreement;  (h)  documents  granting  any power of attorney  to any Person;  (i)
suretyship  contracts,  working  capital  maintenance or other forms of guaranty
agreements  other  than bonds and  letters of credit  executed  or  obtained  in
connection with the submission of bids to contracting  parties; (j) contracts or
commitments  limiting or  restraining  such Person from engaging or competing in
any lines of business  or with any  Person;  or (k)  stockholder  agreements  or
agreements relating to the sale issuance or other transfer of any securities.

     "Merger" means, the merger of L&L with and into J.D. Meier pursuant to this
Agreement and the Articles of Merger.

      "Merger Consideration" has the meaning ascribed to it in Section 2.1.

      "Multiemployer  Plan"  means a plan or  arrangement  as defined in Section
4001(a)(3) and 3(37) of ERISA.

      "NBCA" means the North Dakota  Business  Corporation  Act, as amended from
time to time.

      "Owned Properties" has the meaning ascribed to it in Section 3.10.



                                    -31-
COR\60713.4

<PAGE>



      "Permitted   Liens"  means  any   mechanic's,   worker's,   materialmen's,
operator's,  maritime or other liens  arising as a matter of law in the ordinary
course of business.

      "Personal Property" means all machinery,  equipment,  furniture,  fixtures
and other corporeal or incorporeal  (tangible and intangible)  personal property
used by L&L to carry on its business as presently conducted.

      "Person"  means an  individual,  firm,  corporation,  general  or  limited
partnership,  limited liability company,  limited liability  partnership,  joint
venture,  trust,  governmental  authority or body,  association,  unincorporated
organization or other entity.

      "Policies" has the meaning ascribed to it in Section 3.21.

      "Pre-Closing  Periods"  means all Tax  periods  ending  at or  before  the
Closing Date and,  with respect to any Tax period that includes but does not end
at the Closing  Date,  the portion of such period that ends at and  includes the
Closing Date.

     "Primary  Share  Delivery  Date" has the meaning  ascribed to it in Section
2.2.

      "Primary Shares" has the meaning ascribed to it in Section 2.1.

      "Proceedings" means any suit, action, proceeding,  dispute or claim before
or investigation by any Governmental Entity.

      "Returns"  means  all  returns,  reports,   estimates,   declarations  and
statements of any nature regarding Taxes for any Pre-Closing  Period required to
be filed by the taxpayer relating to its income, properties or operations.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Surviving Corporation" has the meaning ascribed to it in Section 1.1.

      "Taxes"  means  any  federal,   state,  local,   foreign  or  other  taxes
(including,   without  limitation,   income,  alternative  minimum,   franchise,
property,  sales, use, lease,  excise,  premium,  payroll,  wage,  employment or
withholding  taxes),  fees,  duties,  assessments,  withholdings or governmental
charges of any kind whatsoever  (including interest,  penalties and additions to
tax).

      "BNC Common  Stock" means the common stock,  $.01 par value per share,  of
BNC.

      "BNC's Indemnified Persons" has the meaning ascribed to it in Section 8.1.




                                    -32-
COR\60713.4

<PAGE>



                                  ARTICLE 10
                                 MISCELLANEOUS

      Section 10.1Confidentiality.

            (a) Until the Closing Date and subsequent to the termination of this
Agreement  pursuant to Section 7.1, BNC will not utilize  (except in  evaluating
the transactions  contemplated by this Agreement) and will keep confidential and
will not disclose to any third party any information  obtained by it from L&L or
its   representatives   in  connection  with  this  Agreement  except  (a)  that
information  may be  disclosed  by BNC to its  advisors in  connection  with the
negotiation of and the activities  conducted pursuant to this Agreement,  or (b)
to the extent that such  information  is or becomes  generally  available to the
public through no act or omission of BNC in violation of this Agreement.

            (b) Until the Closing Date and subsequent to the termination of this
Agreement  pursuant to Section  7.1, L&L and the  Stockholders  will not utilize
(except in evaluating the transactions  contemplated by this Agreement) and will
keep  confidential  and will not  disclose  to any third  party any  information
obtained by it from BNC or its representatives in connection with this Agreement
except  (a)  that  information  may be  disclosed  by BNC  to  its  advisors  in
connection with the negotiation of and the activities conducted pursuant to this
Agreement,  or (b) to the extent that such  information is or becomes  generally
available to the public through no act or omission of L&L or the Stockholders in
violation of this Agreement.

      Section 10.2Remedies.  Any party having any rights under any provisions of
this Agreement will have all rights and remedies set forth in this Agreement and
all rights and remedies which such party may have been granted at any time under
any other effective agreement or contract and all of the other rights which such
party may have under any Applicable Law. Any party having any rights or remedies
under this  Agreement  will be  entitled to enforce  such  rights  specifically,
without  posting a bond or other  security,  to recover damages by reason of any
breach of any  provision  of this  Agreement  and to exercise  all other  rights
granted by law.

      Section 10.3Notices. All notices hereunder must be in writing and shall be
deemed to have given upon receipt of delivery  by: (a) personal  delivery to the
designated  Person,  (b) certified or registered mail,  postage prepaid,  return
receipt  requested,  (c)  a  nationally  recognized  overnight  courier  service
(against a receipt therefor) or (d) facsimile  transmission with confirmation of
receipt.  All such notices must be addressed as follows or such other address as
to which any party hereto may have notified the other in writing:

      If to BNC or J.D. Meier , to:

      322 East Main
      Bismarck, North Dakota 58501
      Attention:  Tracy J. Scott
                  Gregory K. Cleveland
      Facsimile transmission No.:   701-222-3653


                                    -33-
COR\60713.4

<PAGE>



      if to L&L or the Stockholders, to:

      500 North Ninth Street
      Bismarck, North Dakota  58501
      Attention:  Gary E. Lahr
      Facsimile transmission No.:  701-223-8522

      Section  10.4Interpretation;  Schedules.  (a) When a reference  is made in
this Agreement to a section or exhibit, such reference shall be to a section of,
or an exhibit  to,  this  Agreement  unless  otherwise  indicated.  The table of
contents and headings  contained in this  Agreement are for  reference  purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.  Whenever the words "include,"  "includes" or "including" are used in
this  Agreement,  they  shall be deemed  to be  followed  by the words  "without
limitation."

            (b) The  information  set forth in the  Disclosure  Schedule to this
Agreement is  qualified in its entirety by reference to the specific  provisions
of this Agreement, and is not intended to constitute, and shall not be construed
as constituting,  separate  representations  or warranties of the party to which
the Disclosure  Schedule  relates  except as and to the extent  provided in this
Agreement.  Inclusion of  information  in the  Disclosure  Schedule shall not be
construed as an admission that such  information is material for purposes of the
specific  provisions  of this  Agreement  to  which  such  information  relates.
Information  included in the  Disclosure  Schedule that is not required to be so
included under the specific  provisions of this Agreement  shall be deemed to be
included for informational purposes only.

      Section  10.5Headings;  Gender. When a reference is made in this Agreement
to a section, exhibit or schedule, such reference shall be to a section, exhibit
or schedule of this Agreement unless otherwise indicated.  The table of contents
and headings  contained in this  Agreement are for  reference  purposes only and
shall not affect in any way the meaning or interpretation of this Agreement. All
personal  pronouns  used in this  Agreement  shall  include  the other  genders,
whether used in the masculine, feminine or neuter gender, and the singular shall
include the plural and vice versa, whenever and as often as may be appropriate.

      Section 10.6Entire Agreement; No Third Party Beneficiaries. This Agreement
(including  the  documents,  exhibits  and  instruments  referred to herein) (a)
constitutes  the entire  agreement  and  supersedes  all prior  agreements,  and
understandings and communications, both written and oral, among the parties with
respect to the subject matter hereof, and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

      Section  10.7Governing Law. This Agreement shall be governed and construed
in accordance  with the laws of the State of North Dakota  without regard to any
applicable principles of conflicts of law.

      Section  10.8Assignment.  Neither  this  Agreement  nor any of the rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto  (whether by operation  of law or  otherwise)  without the prior  written
consent of the other parties.


                                    -34-
COR\60713.4

<PAGE>



      Section 10.9Severability. If any term or other provision of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal or incapable
of being  enforced  by  reason of any rule of law or  public  policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in full
force and effect so long as the economic or legal substance of the  transactions
contemplated  hereby is not affected in any adverse manner to either party. Upon
such  determination  that any term or other  provision  is  invalid,  illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify  this  Agreement  so as to effect the  original  intent of the parties as
closely as possible  in an  acceptable  manner to the end that the  transactions
contemplated  hereby are fulfilled to the extent possible,  and in any case such
term or provision shall be deemed amended to the extent  necessary to make it no
longer invalid, illegal or unenforceable.

      Section  10.1Counterparts.  This  Agreement  may be  executed  in multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall constitute one and the same document.

      Section  10.1Amendment.  This  Agreement  may not be amended  except by an
instrument in writing signed by each of the parties hereto.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
signed themselves or by their respective duly authorized officers as of the date
first written above.

                                    BNCCORP., INC.



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

                                    J.D. MEIER INSURANCE COMPANY



                                    By:/s/ James Bierdeman
                                       James Bierdeman
                                       President

                                    LIPS & LAHR, INC.


                                    By:/s/ Gary E. Lahr
                                       Gary E. Lahr
                                       President




                                    -35-
COR\60713.4

<PAGE>



                                    STOCKHOLDERS:



                                         /s/ William Wade
                                         William Wade



                                         /s/ Dale Ely
                                         Dale Ely



                                         /s/ Laif Olson
                                         Laif Olson



                                         /s/ Richard Lahr
                                         Richard Lahr



                                         /s/ David Clausnitzer
                                         David Clausnitzer


                                    -36-
COR\60713.4

<PAGE>



                                                                     EXHIBIT A
                             MERGER CONSIDERATION
                                PRIMARY SHARES

      The  information  set forth  below is  intended  only to  demonstrate  the
calculation   of  the  number  of  Primary  Shares  to  be  distributed  to  the
Stockholders  on the Primary Share Delivery Date.  The numbers  included  herein
will be adjusted to reflect the  financial  statements of L& L as of and for the
year ended December 31, 1997, when such financial  statements  delivered to BNC.
The price per share of BNC Common  Stock and the  commission  multiple,  $15 and
1.75,   respectively,   contained  herein,   will  not,  however,  be  adjusted.
Capitalized  terms are used  herein as  defined in the  Agreement  to which this
exhibit is attached.


Purchase Price
   1995 Gross commission income            $  1,621,352
   1996 Gross commission income               1,606,177
   1997 Gross commission income (Ann)         1,582,155
                                           ------------
      TOTAL                                $  4,809,684
                                           ============
      AVERAGE OF THREE YEARS               $  1,603,228
                                           ============
Average @ 1.75                                           $    2,805,649
Less
   Liabilities assumed
      Gary Volk contract                         251,211
      Daniel Halvorson contract                  275,786
      Evan Lips contract                         127,776
      Gary Lahr contract                         578,576
      Brad Charnholm contract                    578,576
      Bank note payable                          102,616
      Accounts payable                             3,237
      Accrued expenses                            76,158
      Insurance company payables                 347,044
      Other liabilities                                0
                                            ------------
         Total liabilities                     2,340,980
   Assets acquired
      Cash                                     (126,841)
      Accounts receivable                      (142,907)
      Notes Receivable                          (44,025)
      Less Bad Debt Reserve & W/O's              77,863
      Land                                           (0)
      L/H improvements, net of accum. deprec.        (0)
      F&Fixtures, net of accum deprec.         (105,223)
      Other assets                                   (0)
      Great West Profit Sharing Receivable      (72,566)
      Cash Surrender Value of Life Insurance    (51,368)
      Prepaid Federal Income Tax                (15,680)
      Prepaid State Income Tax                   (5,760)
                                           -------------
         Total assets                          (486,506)


Excess of liabilities over assets                           (1,854,474)
                                                         --------------
Purchase price                                           $     951,175
                                                         =============
BNC shares issued @ $15/share                                   63,412
                                                         =============

                                                               Fractional
Lips & Lahr Shareholders               L&L Shares  BNC Shares       Cash
-------------------------------------  ----------  ----------  -----------
William Wade/Susan Becker               396.62       14,158       $26.84
Dale Ely                                344.89       12,312       $14.53
Laif Olson                              344.89       12,312       $14.53
Rich Lahr                               344.89       12,312       $14.53
David Clausnitzer                       344.89       12,312       $14.53
                                       ----------  ----------  -----------
                                        1776.18      63,406       $84.96


                                    -37-
COR\60713.4

<PAGE>



                                                                   EXHIBIT A-1


                             MERGER CONSIDERATION
                               ADDITIONAL SHARES

      The  information  set forth  below is  intended  only to  demonstrate  the
calculation  of  the  number  of  Additional  Shares  to be  distributed  to the
Stockholders  on the first  anniversary  of the Primary Share Delivery Date. The
numbers  included  herein  will be  adjusted  to reflect  the  actual  notes and
accounts  receivable  balances of L & L as of  December  31, 1997 and the actual
amount  accrued by L & L at December 31, 1997 for profit  sharing  payments from
certain  insurance  companies to be received in 1998 for business  transacted in
1997 (the  "Contingency  Payment  Accrual").  The price per share of BNC  Common
Stock  of $15 and the  total  reserve  for  notes  and  accounts  receivable  of
$100,000,  contained herein, will not, however,  be adjusted.  Capitalized terms
are used herein as defined in the Agreement to which this exhibit is attached.


      On  the  first  anniversary  of  the  Primary  Share  Delivery  Date,  the
Stockholders  will be  entitled  to  receive  the number of shares of BNC Common
Stock  calculated in accordance  with the  following  equation:  (A + B + C + D)
divided by $15 and,  pursuant to Section 2.5 of the  Agreement,  a check for any
amount representing a fractional share both allocated to the Stockholders in the
same proportions as the shares delivered on the Primary Share Delivery Date.

WHEREIN:

     "A" is equal to the  amount  collected  on the M. G.  Fleck  Trucking  note
receivable  exceeding  $16,353.00 (12/31/97 note balance of $46,353 less reserve
of $30,000);

"B" is equal to the amount  collected on the Moos  Trucking LLC note  receivable
exceeding $0.00 (12/31/97 note balance of $22,137 less reserve of $22,137);

"C" is  equal to the  amount  collected  on all  accounts  receivable  exceeding
$167,472.00  (12/31/97  total trade  accounts  receivable  of  $215,335.00  less
remaining reserve of $47,863.00 ($100,000 total agreed-upon reserve less amounts
reserved for M.G. Fleck Trucking and Moos Trucking LLC notes receivable)); and

"D" is equal to the amount  collected in 1998 for profit  sharing  payments from
certain insurance companies for business transacted in 1997 less the Contingency
Payment Accrual made by L & L as of December 31, 1997.



                                    -38-
COR\60713.4

<PAGE>



                                                                     EXHIBIT B

                              ARTICLES OF MERGER

                                      of

                               Lips & Lahr, Inc.
                         (a North Dakota corporation)

                                 with and into
                      J. D. Meier Insurance Agency, Inc.
                         (a North Dakota corporation)

                 (filed pursuant to Section 10-19.1-58 of the
                    North Dakota Business Corporation Act)

     In  order  to  effect  the  merger  of Lips & Lahr,  Inc.,  a North  Dakota
corporation ("L & L"), with and into J. D. Meier Insurance Agency, Inc., a North
Dakota  corporation  ("J.  D.  Meier"),  each of J. D. Meier and L & L certifies
that:

     First:  The Amended & Restated  Agreement and Plan of Merger  between L & L
and J. D. Meier (the  "Agreement"),  providing  for the merger of L & L with and
into J. D. Meier (the "Merger") has been duly approved by the  shareholders of L
& L and J. D. Meier  entitled  to vote on such  matters in  accordance  with the
requirements of Section 10-19.1-98 of the North Dakota Business Corporation Act.

     Second: A copy of the Agreement is attached hereto and made a part hereof.

     Third:  These  Articles of Merger  shall be effective on the date filed and
recorded with the Secretary of State of North Dakota.

      IN WITNESS  WHEREOF,  these  Articles of Merger have been executed on this
1st day of  January,  1998 by J. D.  Meier and L & L, each  acting  through  its
President and Secretary.

                                          J. D. MEIER INSURANCE AGENCY, INC.
Attest:                                   a North Dakota Corporation



By: /s/ Gregory K. Cleveland              By:/s/ James Bierdeman
        Secretary                                President




                                    -39-
COR\60713.4

<PAGE>


                                          LIPS & LAHR, INC.
Attest:                                   a North Dakota Corporation



By: /s/ Dale Ely                         By: /s/ Gary Lahr
    Secretary                                President


                                    -40-
COR\60713.4