AGREEMENT


     This Agreement is made this 2nd day of January,  1997,  between BLUE VALLEY
BANCORP,  a Kansas  corporation (the "Borrower"),  BANK OF BLUE VALLEY, a Kansas
corporation (the "Subsidiary Bank"), and BOATMEN'S FIRST NATIONAL BANK OF KANSAS
CITY (the "Bank"),  having its principal  office at 14 West 10th Street,  Kansas
City, Missouri.

     Subject  to the terms and  conditions  of this  Agreement  and the Note and
Security Agreement  hereunder,  the Bank agrees to extend credit to the Borrower
in an amount not to exceed TWO MILLION EIGHT HUNDRED EIGHTY-SEVEN  THOUSAND FIVE
HUNDRED DOLLARS ($2,887,500).

     1.   Promissory  Note.  The loan to be made  hereunder will be evidenced by
          the Note which will be payable on the following terms:

          1.1  Interest.  The Note will bear  interest on the unpaid  balance at
               Boatmen's First National Bank of Kansas City Corporate Base Rate.
               The interest  rate will change  daily.  Interest  will be payable
               quarterly commencing March 31, 1996.

          1.2  Maturity.  The entire unpaid  balance of the Note and all accrued
               interest  will be due and  payable ON  DEMAND,  but no later than
               December 31, 1997.

          1.3  It is the Bank's  expectation  that, if the Borrower  reduces the
               principal  amount  of the note in the  amount of  $350,000  on or
               before  December 31, 1997,  the Note will be renewed from time to
               time on principally  the same terms and under the same conditions
               until the Borrower's obligation is paid in full.  Notwithstanding
               the  above,  the  Borrower   understands  that  should  the  Bank
               determine,  in its absolute  discretion,  that Borrower's  credit
               standing is  unsatisfactory,  the Note will not be renewed by the
               Bank and must be paid in full.

     2.   Collateral  Security.  Payment  on the Note will be secured by a first
          pledge and security interest covering TWO HUNDRED FIFTY-EIGHT THOUSAND
          (258,000) shares of the capital stock of the Bank of Blue Valley.

     3.   Conditions of Lending. Until payment in full of the Note, the Borrower
          agrees  that,  unless the Bank  otherwise  consents  in  writing,  the
          Borrower will perform or cause to be performed the following:

          3.1  Records. Accurate books and records of account will be maintained
               by the Borrower and the Subsidiary  Bank in accordance with sound
               accounting practices  consistently  applied, and the Bank and its
               designated  representatives  will have the right to examine  such
               books  and  records,  and  to  discuss  the  affairs,   finances,
               accounts,  and content of such books and records of the  Borrower
               and the Subsidiary Bank.
<PAGE>

          3.2  Financial  Statements.  Furnish within ninety (90) days after the
               close of each fiscal year of the Borrower, complete copies of the
               balance sheets as of the close of such fiscal year and the profit
               and loss statements and surplus  reconciliations  of the Borrower
               for such fiscal year prepared in accordance with sound accounting
               principles by accountants and in form satisfactory to the Bank.

          3.3  Reports.  Furnish  within  thirty  (30) days  after  each  filing
               thereof: (a) copies of the FRY-6 Annual Report of the Borrower to
               the Federal  Reserve System;  and (b) copies of all  Consolidated
               Reports of Condition and Consolidated  Reports of Income and Call
               Reports  filed  by  the  Subsidiary  Bank  with  the  appropriate
               regulatory agency.

          3.4  Other Information. Such other information concerning the Borrower
               and Subsidiary Bank as the Bank might reasonably request.

     4.   Adverse Change.  The Borrower will immediately  advise the Bank of any
          requirement by the regulatory  authorities  for additional  capital in
          the Subsidiary  Bank, or the  institution of any agreement,  order, or
          proceeding  between  any  regulatory  authority  and the  Borrower  or
          Subsidiary Bank,  whether or not such agreement,  order, or proceeding
          is agreed to by the Borrower or  Subsidiary  Bank.  The Borrower  will
          immediately  advise the Bank of any  significant  litigation  or other
          matter  which  might  result  in a  material  adverse  change  in  the
          financial condition of the Borrower or the Subsidiary Bank.

     5.   Change in  Ownership.  Any change in control of the  ownership  of the
          Borrower  or  any  merger  or  consolidation   with  or  into  another
          corporation or other disposition of property by the Borrower,  without
          the prior written  consent of the Bank,  shall  constitute an event of
          default  and upon such an  occurrence  the Bank may  demand the entire
          obligation of the Borrower to be immediately due and payable. Borrower
          agrees to immediately notify Bank of any such change in ownership.

     6.   In the event additional  capital shall be injected in Subsidiary Bank,
          whether by capital  note,  stock or in other form,  such capital note,
          stock or other instrument shall be immediately pledged to the Bank.

     7.   If default shall be made in the due  observance or  performance of any
          terms, covenants or agreements in this Agreement,  the Bank may demand
          the  entire  obligation  of the  Borrower  to be due and  payable.  No
          failure on the part of the Bank to exercise and no delay in exercising
          any right hereunder shall operate as a waiver thereof.

     8.   This Agreement and the rights and  obligations of the parties shall be
          governed by the  interpreted in accordance  with the laws of the State
          of Missouri.

     9.   This  Agreement  is the  final  expression  of the  agreement  between
          Boatmen's and the Borrower(s).  This Agreement may not be contradicted
          by evidence of any prior oral agreement or of a  contemporaneous  oral
          agreement between the parties.
<PAGE>

     All the terms of the final  agreement of the parties not set forth above or
which vary any terms set forth above,  including any previous  oral  agreements,
are as follows:

     No unwritten oral agreement between the parties exists.


                                        BLUE VALLEY BANCORP
                                                       "Borrower"


                                        By:      /s/ Robert D. Regnier
                                        Title:_________________________________


                                        BANK OF BLUE VALLEY
                                                       "Subsidiary Bank"


                                        By:      /s/ Robert D. Regnier
                                        Title:_________________________________


                                        BOATMEN'S FIRST NATIONAL BANK
                                        OF KANSAS CITY
                                                       "Bank"


                                        By:     /s/  Deon Pitsor
                                        Title: Vice President