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                                                                   EXHIBIT 10.17

                         BNC NATIONAL BANK OF MINNESOTA
                                 LOAN AGREEMENT

                           Dated as of June 20, 1996

         CONCORDE GAMING CORPORATION, a Colorado corporation, having its
mailing address and principal place of business at 3290 Lien Street, P.O. Box
505, Rapid City, South Dakota 57709-0505 ("Parent") and CONCORDE GAMING OF
SOUTH DAKOTA, INC., a South Dakota corporation, having its mailing address and
principal place of business at 3290 Lien Street, P.O. Box 505, Rapid City,
South Dakota 57709-0505 ("Subsidiary") (Parent and Subsidiary shall hereinafter
be collectively and individually referred to as the "Co-Borrowers") and BNC
NATIONAL BANK OF MINNESOTA, a national banking association, having an office at
200 Metropolitan Centre, 333 South Seventh Street, Minneapolis, MN 55402
(herein called the "Bank"), agree as follows:

1        DEFINITIONS.  Capitalized terms in this Agreement have the meanings
         defined in the accompanying Definitions Supplement, which the 
         Co-Borrowers acknowledge receiving and which is hereby made a part of 
         this Agreement.

2        [Intentionally Deleted.]

3        [Intentionally Deleted.]

4        LOAN COMMITMENT NUMBER 1: THE SHORT-TERM REVOLVER CREDIT COMMITMENT.

         4.1     NATURE AND AMOUNT OF COMMITMENT.  Subject to the terms and
                 conditions of this Agreement, the Bank shall make Advances
                 upon the request of either of the Co-Borrowers pursuant to a
                 Short-Term Revolver Credit Commitment.  The maximum aggregate
                 principal amount of all Advances outstanding at any one time
                 under the Short-Term Revolver Credit Commitment shall not
                 exceed $500,000.00.

         4.2     THE SHORT-TERM REVOLVING NOTE.  The Obligation of the
                 Co-Borrowers to repay Advances made pursuant to the Short-Term
                 Revolver Credit Commitment shall be evidenced by a single
                 Short-Term Revolving Note of the Co-Borrowers in the form of
                 Exhibit A hereto to be made payable to the order of the Bank
                 by the Co-Borrowers in the principal amount of Five Hundred
                 Thousand and 00/100 Dollars ($500,000.00).  The aggregate
                 principal amount of the indebtedness evidenced by such
                 Short-Term Revolving Note at any time shall be, however, and
                 the same is to be determined by, the aggregate principal
                 amount of all Advances made to the Co-Borrowers pursuant to
                 the Short-Term Revolver Credit Commitment less the aggregate
                 amount of principal repayments received by the Bank upon the
                 indebtedness evidenced by the Short-Term Revolving Note.
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         4.3     SHORT-TERM REVOLVING NOTE INTEREST.  The outstanding principal
                 indebtedness evidenced by the Short-Term Revolving Note shall
                 bear interest (computed upon the actual number of days elapsed
                 in a 360-day year) at the Reference Rate plus two percent
                 (2.0%) per annum and shall change when, if and to the extent
                 said Reference Rate changes.  All accrued and unpaid interest
                 shall be payable in arrears upon the last day of each month,
                 commencing June 30, 1996, and continuing on the last day of
                 each calendar month thereafter and at maturity (whether by
                 acceleration or otherwise).

         4.4     TERMINATION OF SHORT-TERM REVOLVING CREDIT COMMITMENT.  The
                 Short-Term Revolving Credit Commitment shall terminate
                 automatically upon the earlier of (aa) June 21, 1997, or (bb)
                 the occurrence of a Default or an Event of Default, and the
                 Bank's obligation to make Advances thereunder shall terminate
                 without notice on such date.

5        LOAN COMMITMENT NO. 2: TERM LOAN COMMITMENT.

         5.1     NATURE AND AMOUNT OF TERM LOAN COMMITMENT.  Subject to the
                 terms and conditions of this Agreement, the Bank agrees to a
                 single Advance upon the request of either of the Co-Borrowers
                 to refinance Equipment pursuant to a Term Loan Commitment.

         5.2     THE TERM NOTE.  The obligation of Co-Borrowers to repay
                 Advances made under the Term Loan Commitment shall be
                 evidenced by a single note of Co-Borrowers in the form of
                 Exhibit B hereto to be made payable to the order of the Bank
                 by Co-Borrowers in the principal amount of Eight Hundred
                 Thousand and 00/100 Dollars ($800,000.00).  The principal
                 balance of the Term Note shall be due and payable in
                 twenty-three (23) installments of $22,222.00 on the last day
                 of each calendar month, commencing July 31, 1996, and one
                 final installment of the remaining principal amount
                 outstanding on June 30, 1998.

         5.3     TERM NOTE INTEREST.  The outstanding principal indebtedness
                 evidenced by the Term Note shall bear interest (computed upon
                 the actual number of days elapsed in a 360-day year) from the
                 date hereof until paid at the Reference Rate plus two percent
                 (2.0%) per annum and shall change when, if and to the extent
                 said Reference Rate changes.  All accrued and unpaid interest
                 shall be payable in arrears upon the last day of each month,
                 commencing June 30, 1996 and continuing on the last day of
                 each calendar month thereafter and at maturity (whether by
                 acceleration or otherwise).  Principal amounts remaining
                 unpaid after the occurrence of a Default or an Event of
                 Default under the Loan Agreement shall bear interest from and
                 after that date in time until paid at a rate of two percent
                 (2%) per annum plus the rate otherwise payable.





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         5.4     TERMINATION OF TERM LOAN COMMITMENT.  The Bank's obligation to
                 make Advances under this Section 5 shall terminate
                 automatically upon the earlier of (aa) thirty (30) days after
                 the execution of this Agreement, or (bb) the occurrence of a
                 Default or an Event of Default.

6        PROCEDURES FOR LOAN REQUESTS/ADVANCES.

         6.1     LOAN REQUESTS AND ADVANCES.  The Bank may make Advances to
                 either of the Co-Borrowers in any amount and in any manner
                 requested orally or in writing by any Person authorized to
                 make requests on behalf of the Co-Borrowers.  All requests for
                 Advances shall be made in amounts not less than $25,000 unless
                 the Bank decides to accept a loan request for a lesser amount.
                 The proceeds of loans to be made pursuant to this Agreement
                 shall be made available to the Co-Borrowers at the office of
                 the Bank in immediately available funds on the date requested
                 provided that the request is made on a business day prior to
                 11:00 a.m.  This Agreement is subject to the general policies
                 of the Bank regarding the administration of loan requests.

         6.2     [Intentionally Deleted.]

7        [Intentionally Deleted.]

8        OVERADVANCES.  If at any time the aggregate principal amount of
         Advances outstanding under this Agreement or any commitment hereunder
         shall exceed any limitation set forth herein, the Co-Borrowers shall
         immediately pay to the Bank the amount by which said principal amount
         exceeds the limitation.

9        PAYMENT/PREPAYMENT/APPLICATION/FEE.

         9.1     MANNER OF MAKING PAYMENTS.  All payments of principal and
                 interest made by the Co-Borrowers in respect of the
                 Obligations shall be made to the Bank at its offices at 200
                 Metropolitan Centre, 333 South Seventh Street, Minneapolis, MN
                 55402, and in funds there current not later than 11:00 am.
                 Minneapolis time on the date such payment is due or as the
                 Bank may otherwise direct.  Any payments received after 11:00
                 a.m. Minneapolis time (or after the time the Bank may
                 otherwise direct) shall be deemed received on the following
                 Business Day.

         9.2     PREPAYMENT WITHOUT PENALTY.  Co-Borrowers shall have the
                 privilege of prepaying any of the Obligations to the Bank
                 without premium or penalty, in whole or in part, together with
                 accrued interest upon the amount prepaid.  All prepayments
                 applied to principal shall be applied to installments in the
                 inverse order of maturity.





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         9.3     APPLICATIONS.  The Bank in its discretion may apply any
                 payment received to any Obligation of the Co-Borrowers that is
                 due and payable.

         9.4     [Intentionally Deleted.]

         9.5     COMMITMENT FEE.  Co-Borrowers agree to pay to the Bank on the
                 date hereof a commitment fee equal to $13,000, which is equal
                 to one percent (1.0%) of the maximum credit accommodations
                 available under the Short-Term Revolver Credit Commitment and
                 the Term Loan Commitment.

10       SECURITY AGREEMENT.  As security for the repayment of the Obligations,
         the Co-Borrowers shall duly execute and deliver to the Bank a Security
         Agreement in a form acceptable to the Bank, granting a first Security
         Interest to the Bank in and to the Collateral.

11       GUARANTIES.  As further security for repayment of the Obligations,
         each of the Guarantors shall duly execute and deliver to the Bank an
         absolute and unconditional Guaranty of the Obligations in a form
         acceptable to the Bank.  Such Guaranties shall be in addition to any
         and all existing Guaranties in favor of the Bank.

12       [Intentionally Deleted.]

13       GENERAL REPRESENTATIONS AND WARRANTIES.  The Co-Borrowers represent
         and warrant to the Bank as follows:

         13.1    ORGANIZATION, QUALIFICATION AND OWNERSHIP.  Concorde Gaming
                 Corporation is a corporation duly organized and validly
                 existing under the laws of the State of Colorado and Concorde
                 Gaming of South Dakota, Inc.  is a corporation duly organized
                 and validly existing under the laws of the State of South
                 Dakota, and that they (i) have full and adequate corporate
                 power to carry on their business as now conducted, (ii) are
                 duly licensed or qualified in all jurisdictions wherein the
                 nature of their activities require such licensing or
                 qualifying, and (iii) have full right and authority to enter
                 into and perform this Agreement.  The Parent owns 100% of the
                 issued and outstanding capital stock of the Subsidiary.

         13.2    FINANCIAL REPORTS.  Co-Borrowers have delivered to the Bank a
                 copy of the consolidated audited financial report of the
                 Co-Borrowers dated as of and for the period ending September
                 30, 1995 (including a balance sheet and income and cash flow
                 statements and notes thereto).  The Co-Borrowers have also
                 delivered unaudited financial statements including a balance
                 sheet and income and cash flow statements for the periods
                 ending December 31, 1995 and March 31, 1996.  Such financial
                 statements have been prepared in accordance with GAAP on a
                 basis consistent, except as otherwise noted therein, with that
                 of the previous fiscal year or period and fairly reflect the
                 consolidated financial position of the





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                 Co-Borrowers as of the dates thereof, and the results of its
                 operations for the periods covered thereby.  Since the date of
                 the most recent financial statement, there has been no
                 Material Adverse Occurrence relating to the condition,
                 financial or otherwise, of the Co-Borrowers.  The Co-Borrowers
                 have disclosed to the Bank in writing any and all facts known
                 to the Co-Borrowers or which the Co-Borrowers believe might
                 materially and adversely affect the business, operations and
                 condition, financial or otherwise, of the Co-Borrowers and the
                 Co-Borrowers' ability to perform their Obligations under the
                 Loan Documents.

         13.3    LITIGATION; TAX RETURNS.  Except as disclosed to Bank in
                 writing, there is no litigation or governmental proceeding
                 pending, nor to the knowledge of the Co-Borrowers threatened,
                 against the Co-Borrowers for which there is a reasonable
                 possibility of an adverse determination, that would result in
                 any Material Adverse Occurrence in the properties, business or
                 operations of the Co-Borrowers.  All United States federal,
                 state and local income tax returns for the Co-Borrowers
                 required to be filed have been filed on a timely basis, and
                 all amounts required to be paid as shown by said returns have
                 been paid in full.  There are no pending or threatened
                 objections to or controversies in respect of the United States
                 federal income tax returns of the Co-Borrowers for any fiscal
                 year.

         13.4    REGULATION U.  No part of the proceeds of any Advance
                 hereunder will be used to purchase or carry any margin stock
                 or to extend credit to others for such a purpose.

         13.5    NO DEFAULT.  As of the date of this Agreement, the
                 Co-Borrowers are in full compliance with all of the terms and
                 conditions of this Agreement and no Default or Event of
                 Default is existing under this Agreement.

         13.6    ERISA.  To the extent applicable, Co-Borrowers are in
                 compliance in all material respects with ERISA.

         13.7    LIENS.  The Bank's Security Interests hereunder are first
                 priority Security Interests in all of the Collateral.  There
                 are no Security Interests, liens or encumbrances on any of the
                 Collateral except such as are permitted by Subsection 15.4 or
                 Security Interests in favor of the Bank.

         13.8    ENVIRONMENTAL LAW.  The Co-Borrowers have not received any
                 notice to the effect that their respective operations are not
                 in compliance with any of the requirements of applicable
                 federal, state and local environmental, health and safety
                 statutes and regulations or are the subject of any federal or
                 state investigation evaluating whether any remedial action is
                 needed to respond to a release of any toxic or hazardous waste
                 or Hazardous Substance into the environment.





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         13.9    REAFFIRMATION WITH ADVANCES.  Each representation and warranty
                 shall be deemed to be restated and reaffirmed to the Bank on
                 and as of the date of each Advance under this Agreement,
                 except that any reference to the financial statements referred
                 to in this Section shall be deemed to refer to the financial
                 statements then most recently delivered to the Bank pursuant
                 to Section 14.

         13.10   USE OF PROCEEDS.  The Co-Borrowers will use the proceeds of
                 each Advance and other extension of credit by the Bank
                 hereunder only for working capital purposes, except to the
                 extent loans are made for the refinancing of Equipment in
                 accordance with this Agreement.

         13.11   AUTHORIZATION; NO CONFLICT; NO APPROVALS, ETC.  The execution
                 and delivery by each of the Co-Borrowers of each of the Loan
                 Documents and the performance thereof by each of the
                 Co-Borrowers, have been duly authorized by all necessary
                 corporate action (including any necessary stockholder action)
                 on its part, and do not and will not: (i) contravene any laws,
                 including without limitation, any Gaming Laws currently in
                 effect, applicable to or binding on it, the Collateral or
                 their respective businesses; (ii) violate any provision of its
                 respective charter or bylaws; (iii) result in a breach of or
                 constitute a default under (with or without the giving of
                 notice or lapse of time or both) any indenture, mortgage, deed
                 of trust, lease, loan or any other agreement or instrument to
                 which either of the Co-Borrowers is a party; (iv) require any
                 governmental license, notice, consent or approval by any
                 federal, state or local governmental authority; or (v) require
                 the Bank to provide any notice to or obtain any license or
                 other approval from any federal, state or local governmental
                 authority under any Gaming Laws.

         13.12   LICENSES.  The Co-Borrowers have obtained all licenses,
                 registrations and permits required under any Gaming Laws for
                 the conduct of its business and the ownership and operation of
                 the Equipment and the Bank is not required to provide any
                 notice nor obtain any license, permit or approval under any
                 Gaming Laws in connection with the execution of any Loan
                 Documents or the transactions evidenced thereby.

         13.13   EQUIPMENT LIST.  The Equipment described on Schedule 1 to the
                 Security Agreement and the current location of the Equipment
                 is true and correct in all respects.

         13.14   VLT SPACE LEASES.  Each of the VLT Space Leases described on
                 Schedule 1 to the Security Agreement continue in full force
                 and effect as of the date hereof, without default by any party
                 thereto, and a true and correct copy or original thereof,
                 together with all amendments thereto, has been delivered to
                 the Bank.

14       AFFIRMATIVE COVENANTS.  Each of the Co-Borrowers agree that it will
         and will cause its subsidiaries to:





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         14.1    FINANCIAL INFORMATION.

                 14.1.1   [Intentionally Deleted.]

                 14.1.2   ANNUAL FINANCIAL REPORT.  Within one hundred five
                          (105) days after the end of Co-Borrowers' fiscal year
                          provide the Bank with a complete audited financial
                          report prepared and certified without qualification
                          by Independent Public Accountants for the
                          Co-Borrowers on a consolidated basis.  If the
                          Co-Borrowers shall fail to supply said report timely,
                          the Bank shall have the right to employ certified
                          public accountants acceptable to the Bank at the
                          Co-Borrowers' expense for said purpose.

                 14.1.3   MONTHLY FINANCIAL REPORTS/COVENANT COMPLIANCE
                          CERTIFICATE.  Within thirty (30) days after the end
                          of each calendar month commencing June 30, 1996,
                          provide the Bank with a balance sheet and income
                          statements of the Co-Borrowers and their subsidiaries
                          for said month and year-to-date, on a consolidated
                          and consolidating basis, certified as correct by an
                          officer or the controller of Co-Borrowers; together
                          with a Covenant Compliance Certificate certified as
                          correct by an officer or the controller of the
                          Co-Borrowers.

                 14.1.4   FINANCIAL STATEMENT OF GUARANTOR.  On or before June
                          15th of each year the Co-Borrowers will provide the
                          Bank with sworn financial statements for each
                          Guarantor, and all income tax returns of the
                          Guarantors promptly after they are filed with the
                          applicable governmental agencies.

                 14.1.5   OTHER INFORMATION.  From time to time, at the Bank's
                          request, the Co-Borrowers shall provide the Bank with
                          any and all other material, reports, information, or
                          figures required by the Bank.

         14.2    ACCESS TO RECORDS.  Permit the Bank and its representatives
                 access to, and the right to make copies of, the books,
                 records, and properties of each of the Co-Borrowers and its
                 subsidiaries at all reasonable times; and permit the Bank and
                 its representative to discuss the financial matters of the
                 Co-Borrowers and its subsidiaries with all applicable officers
                 and their Independent Public Accountant (and, by this
                 provision, Co-Borrowers authorize their Independent Public
                 Accountant to participate in such discussions).

         14.3    PAYMENT OF TAXES.  Pay when due all taxes, assessments, and
                 other Liabilities against each of the Co-Borrowers and its
                 subsidiaries or its properties except those which are being
                 contested in good faith and for which an adequate reserve





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                 has been established; each of the Co-Borrowers and its
                 subsidiaries shall make all withholding payments when due.

         14.4    NOTIFICATION OF MANAGEMENT CHANGE.  Promptly notify the Bank
                 in writing of any substantial change in the present management
                 of either of the Co-Borrowers or its subsidiaries.

         14.5    ERISA PLAN COMPLIANCE.  Pay when due all amounts necessary to
                 fund in accordance with its terms any Plan.

         14.6    COMPLIANCE WITH LAWS.  Comply in all material respects with
                 all laws, acts, rules, regulations and orders of any
                 legislative, administrative or judicial body or official
                 applicable to its business operation or Collateral or any part
                 thereof, including, without limitation, all Gaming Laws;
                 provided, however, that Co-Borrowers may contest any such law,
                 act, rule, regulation or order in good faith by appropriate
                 proceedings so long as (i) Co-Borrowers first notify the Bank
                 in writing of such contest, and (ii) such contest does not, in
                 the Bank's sole discretion, adversely affect the Bank's right
                 or priority in the Collateral or impair Co-Borrowers' ability
                 to pay the Obligations when due.

         14.7    NOTIFICATION OF PROCEEDINGS.  Promptly notify the Bank in
                 writing and keep the Bank apprised of any litigation,
                 governmental or administrative proceeding which (i) involves
                 any gaming license or approval, including, without limitation,
                 any gaming license or approval required to be maintained by
                 any VLT Space Lessor, (ii) involves an amount in dispute in
                 excess of $100,000, (iii) relates to the matters which are the
                 subject of this Agreement, or (iv) if determined adversely to
                 either of the Co-Borrowers or its subsidiaries, would be a
                 Material Adverse Occurrence.

         14.8    BANK ACCOUNTS/OTHER FINANCINGS.  Maintain Co-Borrowers
                 business accounts at the Bank.  The Parent also agrees that it
                 shall provide the Bank a good faith opportunity to (i) provide
                 any additional financing required for the business operations
                 of either of the Co-Borrowers or any of their subsidiaries,
                 and (ii) obtain the primary business accounts associated with
                 the 4 Bears Casino, and Lodge located in New Town, North
                 Dakota.

         14.9    MINIMUM CASH COVERAGE.  As of each fiscal year end, the
                 Co-Borrowers shall maintain on a consolidated basis the ratio
                 of (i) EBITDA to (ii) Debt Service plus taxes of not less than
                 1.0 to 1.0 for fiscal year end September 30, 1996, and 1.3 to
                 1.0 for each fiscal year end thereafter.

         14.10   MINIMUM NET INCOME.  Earn a minimum consolidated Net Income of
                 at least $800,000 in each fiscal year.





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         14.11   DEBT LEVEL.  Maintain on a consolidated basis the ratio of:
                 (i) Liabilities minus the outstanding principal amount of
                 Subordinated Debt to (ii) Capital Base at not greater than the
                 ratio of 2.6 to 1.0 at all times.

         14.12   UPDATED EQUIPMENT LIST/VLT SPACE LEASES.  Furnish the Bank,
                 within thirty (30) days after the end of each calendar month,
                 updated Equipment lists similar to Schedule 1 to the Security
                 Agreement showing the current location of all Equipment, which
                 list shall be accompanied by all amendments to and any new VLT
                 Space Leases.  The Co-Borrowers agree that they shall not make
                 any material modifications to the VLT Space Leases without the
                 prior written consent of the Bank and any new VLT Space Leases
                 shall be executed in a form similar to that currently provided
                 to the Bank and provided further that such Leases shall
                 contain no restrictions on the assignment of such Leases to
                 the Bank by the Co-Borrowers.

         14.13   SECURITIES REPORTS.  As soon as available and in any event
                 within sixty (60) days after the end of the first three fiscal
                 quarters of each fiscal year of Parent, Form 10Qs of Parent
                 shall have been delivered to Bank and within one hundred five
                 (105) days after the end of each fiscal year of Parent, Form
                 10K of Parent shall have been delivered to the Bank.

         14.14   COMPLIANCE BY VLT SPACE LESSORS.  Use their best efforts to
                 cause each of the VLT Space Lessors to comply in all material
                 respects with all applicable Gaming Laws associated with
                 maintaining any video lottery terminal at the location of the
                 VLT Space Lessor.

15       NEGATIVE COVENANTS.  Each of the Co-Borrowers agrees that they will
         not and shall cause each of their subsidiaries not to:

         15.1    [Intentionally Deleted.]

         15.2    [Intentionally Deleted.]

         15.3    PROHIBITION AGAINST DISTRIBUTIONS.  Purchase or redeem any
                 shares of either of the Co-Borrowers' or any of their
                 subsidiaries stock or declare or pay any dividends (other than
                 dividends payable in capital stock) or make any distribution
                 to stockholders of any assets of either of the Co-Borrowers or
                 any of their subsidiaries or make any distribution which would
                 result in an Event of Default.  Notwithstanding this Section,
                 distributions to Parent from any of its subsidiaries are
                 authorized prior to the occurrence of an Event of Default.

         15.4    NEGATIVE PLEDGES.  Create or permit to exist any Security
                 Interest on the Bank's Collateral, now owned or hereafter
                 acquired except: (i) those created in the Bank's favor and
                 held by the Bank; or (ii) lieus of current taxes not
                 delinquent





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                 or taxes which are being contested in good faith for which a
                 full cash reserve has been established at the Bank.

         15.5    REORGANIZATION.  Effect any material recapitalization; or be a
                 party to any merger or consolidation; or, except in the normal
                 course of business, sell, transfer, convey or lease all or any
                 substantial part of its property;

         15.6    INVESTMENTS.  Make any Investments with respect to any Person
                 or any business, except for (i) Investments permitted by
                 Section 15.7, and (ii) without duplication, prior to the
                 occurrence of any Default or Event of Default and provided
                 such Investment will not cause any such Default or Event of
                 Default, Investments not to exceed $1,000,000 per year that
                 are not otherwise prohibited.

         15.7    DEBTS FROM INSIDERS.  Permit any amount to be owing between or
                 amongst any of the Co-Borrowers and/or their subsidiaries, or
                 to any such entities by all or any of their respective
                 employees, officers, directors, or shareholders, or members of
                 their families, as a result of any borrowings, purchases,
                 investments, travel advances or other transactions or events,
                 except that prior to the occurrence of any Default or Event of
                 Default and provided such transaction will not cause any
                 Default or Event of Default, such indebtedness may be incurred
                 or extended provided the aggregate of all such amounts are not
                 in excess of $100,000 on a consolidated basis.

         15.8    CONDITIONAL OBLIGATIONS.  Become a guarantor or surety or
                 pledge its credit or its Collateral on any undertaking of
                 another, except to Co-Borrowers' customers in the ordinary
                 course of business.

         15.9    OTHER DEFAULTS.  Permit any default to occur under the terms
                 of any note, loan agreement, lease, Mortgage, contract for
                 deed, security agreement, or other contractual obligation
                 binding upon Co-Borrowers which would, with the giving of
                 notice or passage of time, permit the acceleration or
                 otherwise result in the maturity of Liabilities exceeding
                 $250,000 in the aggregate.

         15.10   FISCAL YEARS.  Change its fiscal year.

         15.11   ERISA VIOLATIONS.  Violate any provision of ERISA or of any
                 Plan.

         15.12   INCONSISTENT AGREEMENTS.  Enter into any agreement containing
                 any provision which would be violated or breached by
                 Co-Borrowers by the performance by Co-Borrowers of their
                 Obligations under any Loan Document.

         15.13   CASINO MANAGEMENT AGREEMENT.  Enter into any amendment or
                 modification of the Management Agreement without fifteen (15)
                 days prior written notification to the Bank, accompanied by a
                 true and correct copy of the proposed amendment.





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         15.14   NO RELOCATION OF VLTS.  Relocate any of the Equipment from
                 their current locations to any location outside of the State
                 of South Dakota without the prior written consent of the Bank,
                 nor relocate such Equipment to any new location within the
                 State of South Dakota unless: (i) all governmental licenses
                 and approvals required for any relocation have been obtained,
                 and (ii) the Bank has received all applicable original VLT
                 Space Leases with respect to any new location, together with
                 any executed financing statements, landlord consents and other
                 agreements necessary in the reasonable opinion of the Bank to
                 insure the continued first priority security interest of the
                 Bank in and to such Equipment.

16       DEFAULT AND REMEDIES.  It shall be an Event of Default under this
         Agreement if any one of the following shall occur:

         16.1    Co-Borrowers fail to make any payment required under this
                 Agreement or any present or future supplements hereto or under
                 any other agreement between Co-Borrowers and the Bank,
                 including the Loan Documents, when due, or if payable upon
                 demand; or

         16.2    Co-Borrowers fail to observe or perform any covenant,
                 condition or agreement in this Agreement, any of the other
                 Loan Documents or in any other agreement between the
                 Co-Borrowers and the Bank when and as required; or

         16.3    Any warranty, representation or statement made or furnished to
                 the Bank by or on behalf of Co-Borrowers or any Guarantor
                 proves in have been false in a material respect when made or
                 reaffirmed by the Co-Borrowers or Guarantor; or

         16.4    Co-Borrowers or any Guarantor becomes insolvent or
                 Co-Borrowers or any Guarantor generally fails to pay, or admit
                 in writing its or his inability to pay, its or his debts as
                 they become due; or

         16.5    Co-Borrowers or any Guarantor applies for, consents to, or
                 acquiesces in, the appointment of a trustee, receiver or other
                 custodian for it or him or for any of its or his property, or
                 makes a general assignment for the benefit of creditors; or,
                 in the absence of such application, consent or acquiescence, a
                 trustee, receiver or other custodian is appointed for
                 Co-Borrowers or for Guarantor or for a substantial part of
                 Co-Borrowers' or any Guarantor's property; or

         16.6    Any bankruptcy reorganization, debt arrangement, or other case
                 or proceeding under any bankruptcy or insolvency law, or any
                 dissolution or liquidation proceeding is commenced in respect
                 of Co-Borrowers or any Guarantor; or

         16.7    Any judgments, writs, warrants of attachment, executions or
                 similar process (not covered by insurance) in the aggregate
                 amount that exceeds $100,000 is issued or levied against
                 Co-Borrowers, any Guarantor or any of its or his assets and is





                                      -11-
<PAGE>   12
                 not released, vacated or fully bonded prior to any sale and in
                 any event within five days after its issue or levy; or

         16.8    Any Guarantor attempts to revoke his or its Guaranty;

         16.9    Any Guarantor dies; or

         16.10   The Management Agreement is amended or modified in violation
                 of Section 15.13 hereof, or the Management Agreement is
                 canceled, terminated or voided in any material respect by any
                 of the parties thereto or by any governmental authority, or
                 the Parent and/or Bruce H. Lien Company is ousted as the
                 managers of, or its management role is materially curtailed
                 with respect to, the 4 Bears Casino and Lodge; provided,
                 however, that in connection with the involuntary occurrence of
                 any of the foregoing, Parent shall be provided one hundred
                 twenty (120) days from the occurrence of the same to
                 diligently contest and cure such action.

Upon the occurrence of any Event of Default, all Obligations shall be and
become immediately due and payable, at the option of the Bank, without any
declaration, notice, presentment, protest, demand or dishonor of any kind (all
of which are hereby waived) and the Co-Borrowers' ability to obtain any
additional Advances under this Agreement shall be immediately and automatically
terminated.  Upon the occurrence of an Event of Default, the Bank shall have
all the rights and remedies of a secured party under the Commercial Code,
including, without limitation, any and all rights and remedies provided under
the Security Agreement.

17       CONDITIONS PRECEDENT TO LOANS.  Without limiting the other conditions
         of this Agreement, the obligation of the Bank to make any Advance
         under this Agreement is further subject to the condition precedent
         that the Bank shall have received on or before the date of the initial
         Advance to be made hereunder all of the following:

         17.1    The Short-Term Revolving Note, the Term Note, the Security
                 Agreement and each of the other Loan Documents, each executed
                 and delivered by the Co-Borrowers and any other applicable
                 party;

         17.2    UCC searches from the filing offices in all states required by
                 the Bank which reflect that the Bank holds a first priority
                 Security Interest and no other Person holds a Security
                 Interest in any Collateral of Co-Borrowers, except for
                 Security Interests permitted by Subsection 15.4.;

         17.3    Guaranties, in form and substance satisfactory to the Bank,
                 appropriately completed and duly executed by each of the
                 Guarantors;

         17.4    Corporate resolutions of the Co-Borrowers in a form acceptable
                 to the Bank;





                                      -12-
<PAGE>   13
         17.5    A copy of the Co-Borrowers' respective articles of
                 incorporation certified by the Secretary of State and a copy
                 of the Co-Borrowers' bylaws;

         17.6    A Certificate of Good Standing for the Co-Borrowers issued by
                 its state of incorporation and by those states requested by
                 the Bank;

         17.7    Evidence of insurance for all insurance required by the Loan
                 Documents,

         17.8    An officers certificate, in form and substance satisfactory to
                 the Bank, executed by the President of Co-Borrowers (the
                 "Officer's Certificate");

         17.9    A current Covenant Compliance Certificate;

         17.10   A landlord waiver or mortgagee waiver (if applicable);

         17.11   Debt Subordination Agreements, in form and substance
                 satisfactory to the Bank, appropriately completed and duly
                 executed by each holder of Subordinated Debt (if applicable);

         17.12   Co-Borrowers' legal opinion (if required);

         17.13   True and correct copies of the Management Agreement, duly
                 certified by a corporate officer of the Parent and the Bruce
                 H. Lien Company; and

         17.14   True and correct copies of all VLT Space Leases (including
                 amendments) with respect to the Equipment, duly certified by
                 the Presidents of the Co-Borrowers.

18       MISCELLANEOUS.

         18.1    The performance or observance of any affirmative or negative
                 covenant or other provision of this Agreement and any
                 supplement hereto may be waived by the Bank in a writing
                 signed by the Bank but not otherwise.  No delay on the part of
                 the Bank in the exercise of any remedy, power or right shall
                 operate as a waiver thereof, nor shall any single or partial
                 exercise of any remedy, power or right preclude other or
                 further exercise thereof or the exercise of any other remedy,
                 power or right.  Each of the rights and remedies of the Bank
                 under this Agreement will be cumulative and not exclusive of
                 any other right or remedy which the Bank may have hereunder or
                 as allowed by law.

         18.2    Any notice, demand or consent authorized by this Agreement to
                 be given to Co-Borrowers or the Bank shall be deemed to be
                 given when transmitted by telex or telecopier or personally
                 delivered, or three days after being deposited in the U.S.
                 mail, postage prepaid, or one day after delivery to Federal
                 Express or other overnight courier service, in each case
                 addressed to the respective address shown





                                      -13-
<PAGE>   14
                 in the opening paragraph of this Agreement, or at such other
                 address as may be provided from time to time by either party
                 in writing as the designated address for notice hereunder.

         18.3    This Agreement, including exhibits and schedules and other
                 agreements referred to herein, is the entire agreement between
                 the parties, cannot be changed, terminated or amended orally,
                 and shall be deemed effective as of the date it is accepted by
                 the Bank.

         18.4    Each of the Co-Borrowers jointly and severally agrees to pay
                 and will reimburse the Bank on demand for all reasonable
                 out-of-pocket expenses incurred by the Bank relating to this
                 Agreement, including without limitation filing and recording
                 fees and reasonable attorneys' fees and reasonable legal
                 expenses, including costs of in-house counsel (whether or not
                 suit is commenced), whether incurred in the negotiation and
                 preparation of this Agreement, in the protection and
                 perfection of the Bank's Security Interest in the Collateral,
                 in the enforcement of any of the provisions of this Agreement
                 or of the Bank's rights and remedies hereunder and against the
                 Collateral, in the defense of any claim or claims made or
                 threatened against the Bank arising out of this transaction,
                 or otherwise including, without limitation, in each instance,
                 all reasonable attorneys' fees and legal expenses incurred in
                 connection with any appeal of a lower court's order or
                 judgment.

         18.5    This Agreement and obligations thereunder shall be binding
                 upon each of the Co-Borrowers and the Bank and their
                 respective successors, assigns, heirs, and personal
                 representatives and shall inure to the benefit of
                 Co-Borrowers, the Bank and the successors and assigns of the
                 Bank, except that neither of the Co-Borrowers may assign or
                 transfer their rights hereunder without the prior written
                 consent of the Bank, and any assignment or transfer in
                 violation of this provision shall be null and void.  In
                 connection with the actual or prospective sale by the Bank of
                 any interest or participation in the Obligations, Co-Borrowers
                 authorize the Bank to furnish any information in its
                 possession, however acquired, concerning Co-Borrowers or any
                 of their Affiliates to any Person or entity.

         18.6    Each of the Co-Borrowers shall be jointly and severally liable
                 for the payment and performance of all Obligations, including,
                 without limitation, any obligations owing under this Agreement
                 and each of the other Loan Documents, and each of the
                 Co-Borrowers hereby acknowledges and agrees that it has not
                 executed and delivered any of such agreements, documents or
                 instruments as an accommodation maker, surety or guarantor,
                 all of which defenses, if any, are hereby forever waived and
                 released.

         18.7    If any Person shall acquire a participation in Advances made
                 to Co-Borrowers hereunder, Co-Borrowers hereby grant to any
                 such Person holding a participation, and such Person shall
                 have and is hereby given a continuing Security Interest in





                                      -14-
<PAGE>   15
                 any money, securities and other property of Co-Borrowers in
                 the custody or possession of such Participant as fully as if
                 such Participant had lent directly to the Co-Borrowers the
                 amount of such participation.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                             BNC NATIONAL BANK OF MINNESOTA


                                             By:       
                                                -------------------------------
                                                   Its:                        
                                                       ------------------------


                                             CONCORDE GAMING CORPORATION,


                                             By:       
                                                -------------------------------
                                                   Its:                        
                                                       ------------------------


                                             CONCORDE GAMING OF SOUTH DAKOTA, 
                                             INC.


                                             By:         
                                                -------------------------------
                                                   Its:    
                                                       ------------------------





                                      -15-
<PAGE>   16
                             DEFINITIONS SUPPLEMENT
                                       TO
                               BNC NATIONAL BANK
                                 LOAN AGREEMENT

         "ADVANCES" shall mean loans made by the Bank to the Co-Borrowers
hereunder and all loans evidenced by existing notes of the Co-Borrowers made
payable to the Bank.

         "AFFILIATE" shall include, with respect to any party, any Person which
directly or indirectly controls, is controlled by, or is under common control
with such party and, in addition, in the case of Co-Borrowers, each officer,
director, shareholder, joint venturer or a partner of Co-Borrowers.

         "AGREEMENT" shall mean this agreement as supplemented, revised and
modified from time to time.

         "CAPITAL BASE" of Co-Borrowers at any date shall mean on a
consolidated basis with their subsidiaries the sum of (i) the Tangible Net
Worth on such date plus (ii) the outstanding principal amount of Subordinated
Debt on such date.

         "CO-BORROWERS" shall individually and collectively, as the context may
require, mean Concorde Gaming Corporation, a Colorado corporation, and Concorde
Gaming of South Dakota, Inc., a South Dakota corporation.

         "COLLATERAL" shall have the meaning provided in the Security
Agreement.

         "COMMERCIAL CODE" shall mean the Uniform Commercial Code as enacted in
the State of Minnesota, as amended from time to time.

         "CONTINGENT OBLIGATIONS" shall mean, with respect to any Person, all
of such Person's liabilities and obligations which are based upon one or more
contracts and are contingent upon and will not mature unless and until the
occurrence of some event or circumstance and which are not included within the
definition of Liabilities of such Person.

         "COVENANT COMPLIANCE CERTIFICATE" shall mean the Compliance
Certificate in the form of Exhibit C to the Agreement or such other form as the
Bank may require from time to time.

         "DEBT SERVICE" shall mean all scheduled payments of principal and
interest on the consolidated Liabilities of the Co-Borrowers and their
subsidiaries.

         "DEBT SUBORDINATION AGREEMENT" shall mean that certain Debt
Subordination Agreement of even date herewith executed by Brustuen "Bruce" H.
Lien.
<PAGE>   17
         "DEFAULT" shall mean any event which, with the giving of notice or
passage of time, or both, would constitute an Event of Default.

         "EBITDA" shall mean, on a consolidated basis, the Net Income of the
Co-Borrowers and their subsidiaries, less interest, taxes, depreciation and
amortization, each as determined in accordance with GAAP, plus any cash
actually received by the Parent from Bruce H. Lien Company which constitutes
the proceeds of any principal repayment received by Bruce H. Lien Company for
loans extended by it under the Management Agreement in connection with the
construction, development and operation of the 4 Bears Casino & Lodge.

         "EQUIPMENT" shall have the meaning provided in the Security Agreement.

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may from time to time be amended, and the rules and
regulations promulgated thereunder by any governmental agency or authority, as
from time to time in effect.

         "EVENT OF DEFAULT" shall have the meaning provided in Section 16 of the
Agreement.

         "GAAP" shall mean Generally Accepted Accounting Principles
consistently applied and maintained throughout the period indicated and
consistent with the financial statements delivered to Bank pursuant to Section
14 of the Agreement.  Whenever any accounting term is used herein which is not
otherwise defined, it shall be interpreted in accordance with GAAP.

         "GAMING LAWS" shall mean the South Dakota State Lottery Act, S.D.
Codified Laws Section 42-7A-1, et seq., and the rules and regulations
promulgated thereunder, together with any other federal, state or local laws,
rules, regulations or ordinances applicable to the conduct of either of the
Co-Borrower's gaming businesses, including, without limitation, the ownership
and operation of the Equipment.

         "GUARANTOR(S)" shall mean Brustuen "Bruce" H. Lien and any other
Person who enters into a Guaranty of any of the Obligations.

         "GUARANTY(IES)" shall mean that certain Guaranty dated as of the date
hereof from Brustuen "Bruce" H. Lien and any other agreement whereby a Person
guarantees the payment or performance of any of the Obligations.

         "HAZARDOUS SUBSTANCE" shall mean any "hazardous substance," "hazardous
waste," "pollutant," "contaminant" or other similar material as defined by any
United States federal, state, or local law or rule applicable to Co-Borrowers
or any of the Collateral.

         "INDEPENDENT PUBLIC ACCOUNTANTS" shall mean any firm of independent
certified public accountants which is acceptable to the Bank.





                                     -2-
<PAGE>   18
         "INVESTMENTS" shall mean, with respect to any Person, all investments
by such Person in any other Persons in the form of loans or guaranties,
advances or capital contributions (excluding commission, travel, relocation,
and other advances to employees, officers, directors or shareholders, or
members of their families, made in the ordinary course of business), purchases
or other acquisitions for consideration of debt or equity or other securities
and all other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP.

         "LIABILITIES" of any Person shall mean those items which, in
accordance with GAAP, would appear as Liabilities on a balance sheet.

         "LOAN DOCUMENT(S)" shall mean individually or collectively, as the
case may be, the Agreement, the Guaranties, the Short-Term Revolving Note, the
Term Note, the Security Agreement, the Debt Subordination Agreement and any and
all other documents executed, delivered or referred to herein, as originally
executed and as amended, revised, supplemented and replaced from time to time.

         "MANAGEMENT AGREEMENT" shall mean that certain Management Agreement
dated December 7, 1992, entered into by and among Bruce H. Lien Company and the
Three Affiliated Tribes with respect to the development and management of the 4
Bears Casino & Lodge in New Town, North Dakota.

         "MATERIAL ADVERSE OCCURRENCE" shall mean any occurrence of whatever
nature (including, without limitation, any adverse determination in any
litigation, arbitration or governmental investigation or proceeding) which
materially adversely affects the present or prospective financial condition or
operations of either of the Co-Borrowers, any of their subsidiaries, and/or a
Guarantor or impair the ability of either of the Co-Borrowers and/or a
Guarantor to perform its or their Obligations under this Agreement or any other
Loan Document.

         "NET INCOME" for any period shall mean the consolidated Net Income of
the Co-Borrowers and their subsidiaries for such period, determined in
accordance with GAAP excluding, however, (1) extraordinary gains, and (2) gains
whether or not extraordinary from sales or other dispositions of assets other
than the sale of Inventory in the ordinary course of business.

         "OBLIGATIONS" shall have the meaning provided in the Security
Agreement.

         "PERSON" shall mean any natural person, corporation, firm,
partnership, association, government, governmental agency or any other entity,
whether acting in an individual, fiduciary or other capacity.

         "PLAN" shall mean each employee benefit Plan or other class of
benefits covered by Title IV of ERISA, in either case whether now in existence
or hereafter instituted, of Co-Borrowers.





                                      -3-
<PAGE>   19
         "REFERENCE RATE" shall at any time mean at the time any determination
thereof is to be made, the fluctuating per annum rate of interest then most
recently reported in the Wall Street Journal as the "Prime Rate" (the base rate
on corporate loans at the 30 largest U.S. money center commercial banks) and if
reported as a range, the interest rate shall be the mid-point of the range.  In
the event that the Wall Street Journal ceases to report the Prime Rate, then
"Prime Rate" shall mean the fluctuating interest rate per annum announced from
time to time by the Bank as its Prime Rate (or, if otherwise denominated, such
Lender's or Bank's reference rate for interest rate calculations on general
commercial loans for short-term borrowings).  The Co-Borrowers acknowledge that
the Reference Rate may not be the lowest rate made available by Bank to its
customers and that Bank may lend to its customers at rates that are at, above
or below the Reference Rate.

         "SECURITY AGREEMENT" shall mean that certain Security Agreement of
even date herewith, and any and all other Security Agreements heretofore or
hereafter, executed by the Co-Borrowers, as debtor, in favor of the Bank, as
secured party.

         "SECURITY INTEREST" shall mean any lien, pledge, mortgage,
encumbrance, charge or security interest of any kind whatsoever (including,
without limitation, the lien or retained security title of a conditional
vendor) whether arising under a security instrument or as a matter of law,
judicial process or otherwise or the agreement by Co-Borrowers to grant any
lien, security interest or pledge, mortgage or encumber any asset.

         "SHORT-TERM REVOLVER CREDIT COMMITMENT" shall mean the obligation of
the Bank to make Advances pursuant to Section 4 of the Agreement

         "SHORT-TERM REVOLVING NOTE" shall mean the Short-Term Revolving Note
referred to in Section 4 of the Agreement.

         "SUBORDINATED DEBT" shall mean indebtedness of Co-Borrowers for
borrowed money which is subordinated to the Obligations in writing on terms
satisfactory to Bank in its sole discretion.

         "TANGIBLE NET WORTH" of Co-Borrowers and the subsidiaries shall mean
on a consolidated basis, the total of all assets appearing on a balance sheet
of Co-Borrowers, prepared in accordance with GAAP, after deducting all proper
reserves (including reserves for depreciation, obsolescence and amortization)
minus all Liabilities of such entities; excluding, however, from the
determination of total assets: (i) goodwill, memberships, trademarks, trade
names, service marks, copyrights, patents, licenses, organization expenses,
research and development expenses and other similar intangibles; (ii) all
deferred charges or unamortized debt discount; (iii) treasury stock; (iv)
securities that are not readily marketable; (v) any write-up in the book value
of any assets resulting from a revaluation thereof subsequent to September 30,
1995; (vi) notes or receivables due from employees, officers, directors or
shareholders; (vii) notes or receivables due from any Affiliate; (viii) all
other intangible assets in existence on the date of this Agreement and
determined by Bank, in its absolute discretion, to be intangible





                                      -4-
<PAGE>   20
assets; and (ix) any asset acquired subsequent to the date of this Agreement
which the Bank determines, in its reasonable discretion, to be an intangible
asset.

         "TERM LOAN COMMITMENT" shall mean the obligation of the Bank to make
Advances pursuant to Section 5 of the Agreement.

         "TERM NOTE" shall mean the promissory note referred to in Section 5 of
the Agreement.

         "TERMINATION DATE" shall have the meaning set forth in Section 3 of the
Agreement.

         "VLT SPACE LEASES" shall mean each of the space leases entered into by
either of the Co-Borrowers with each of the VLT Space Lessors in connection
with the renting of space for the operation of the Equipment, each of which
Leases are more specifically described on Schedule I attached to the Security
Agreement.

         "VLT SPACE LESSOR(S)" shall mean each of the Space Lessors who have
leased space to either of the Co-Borrowers with respect to maintaining and
operating the Equipment.





                                      -5-