LOAN AGREEMENT

         This agreement is made this 14th day of December, 1998, between Union
Bankshares, Ltd., a Delaware corporation (the "Borrower"), and Union Bank &
Trust, a state chartered bank in Colorado (the "Subsidiary Bank") and Exchange
National Bank (the "Bank"), having its principal office at 11301 Nall Avenue,
Leawood, Kansas.

         Subject to the terms and conditions of this Agreement and the Note and
Security Agreement issued hereunder, the Bank agrees to extend credit to the
Borrower in an amount not to exceed Three Million Dollars ($3,000,000).

         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      TYPE. The Note will be in the form of a Revolving
                           Line of Credit with interest due quarterly as
                           described in Section 1.2 and with principal due at
                           maturity as described in Section 1 .3.

                  1.2      INTEREST.  The interest rate will be equal to "Prime"
                           as published in The Wall Street Journal, Midwest
                           Edition, under the column "Money Rates" under the
                           heading "Prime", and adjusting from time to time
                           effective the same day a rate change occurs with the
                           Prime Rate. Interest will be payable commencing 
                           December 31, 1998 and on the last day of each quarter
                           thereafter. The interest rate will be calculated on
                           the basis of the actual days elapsed in a 365/360 day
                           year.

                  1.3      MATURITY. The entire unpaid balance of the Note and
                           all accrued interest will be due and payable on
                           December 31, 1999. During the pendency of any
                           "Material Adverse Change" as defined in Section 4,
                           the Bank may, upon written notice to the Borrower,
                           declare the entire principal amount outstanding on
                           the Note, together with accrued interest thereon, to
                           be immediately due and payable.

                  1.4      RENEWAL. It is the Bank's expectation that, upon the
                           maturity date of December 31, 1999 and each December
                           31st thereafter, the Note will be renewed at the
                           Prime Rate.

                  1.5      FEE FOR NON-USAGE. A fee of one-quarter of one
                           percent (0.25%) will be charged in arrears for the
                           annual average non-usage of the Revolving Line of
                           Credit.


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                  1.6      OTHER EVENTS OF DEFAULT. Subject to the provisions of
                           Section 7, each of the following shall constitute an
                           event of default under this Agreement.

                           1.6.1    Borrower fails to pay when due any amount
                                    payable on the Note.

                           1.6.2    The Borrower or the Subsidiary Bank which
                                    have signed any instrument, document or
                                    agreement evidencing any of the Obligations,
                                    as defined in the security agreement, is
                                    dissolved or liquidated.

                           1.6.3    Borrower makes an assignment for the benefit
                                    of its creditors, ceases to operate its
                                    business, or files or has filed against it a
                                    petition for relief under the United States
                                    Bankruptcy Code or any other federal or
                                    state law pertaining to the relief of
                                    debtors or a receiver is appointed with
                                    respect to any of the Collateral.

                           1.6.4    There is a levy on, seizure or attachment to
                                    any of the Collateral.

                           1.6.5    Any warranty or representation made herein
                                    or furnished to Bank pursuant hereto by or
                                    on behalf of Borrower or Subsidiary Bank is
                                    found to have been false or untrue in any
                                    material respect when made or furnished, and
                                    the result is that the ability of Borrower
                                    to meet its Obligations hereunder is
                                    materially adversely affected.

                           1.6.6    Borrower fails to perform any covenant or
                                    agreement in the Note and the Security
                                    Agreement executed in connection with the 
                                    Loan Agreement which are not in specific
                                    conflict to this agreement and the result is
                                    that the ability of Borrower to meet its
                                    Obligations hereunder is materially 
                                    adversely affected, provided that Borrower
                                    shall be entitled to cure such breach within
                                    a period of ninety (90) days from receipt of
                                    a notice of default from the Bank.

         2.       COLLATERAL SECURITY. Payment of the Note will be secured by a
                  first pledge and security interest covering 100% (470 shares)
                  of the capital stock of the Subsidiary Bank,
                  (the"Collateral").

         3.       CONDITIONS OF LENDING. Until payment in full of the Note, the
                  Borrower agrees that, unless the Bank otherwise consents in


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                  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.

                  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 
                  matters, including Y2K, which if adversely determined would
                  reasonably be expected to result in a material change in the
                  financial condition of the Borrower or the Subsidiary Bank. 
                  Any event requiring such notice, if not cured in all material
                  respects within a reasonable period of time, satisfactory to
                  the Bank, shall constitute a "Material Adverse Change"
                  hereunder.

         5.       CHANGE IN MANAGEMENT. Any change in the management of the
                  Borrower or any merger or consolidation with or into another


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                  corporation or other disposition of all or substantially all
                  of the assets of the Borrower, without 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
                  management.

         6.       CAPITAL INJECTION. 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.       DEFAULT. 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, provided that Borrower shall
                  be entitled to cure such breach within a period of ninety (90)
                  days from receipt of a notice of default from the Bank. 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.       GOVERNING LAW. This Agreement and the rights and obligations
                  of the parties shall be governed by and interpreted in
                  accordance with the laws of the state of Kansas.

         9.       ENTIRE AGREEMENT. THIS AGREEMENT INCLUDING THE EXHIBIT HERETO
                  IS THE FINAL EXPRESSION OF THE AGREEMENT BETWEEN BORROWER AND
                  BANK. THIS AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF
                  ANY PRIOR ORAL AGREEMENT OR OF A CONTEMPORANEOUS ORAL
                  AGREEMENT BETWEEN THE PARTIES. IN THE EVENT OF ANY CONFLICT
                  BETWEEN THE TERMS OF THIS AGREEMENT AND THOSE OF ANY AGREEMENT
                  OR COMMITMENT ENTERED INTO IN CONNECTION HEREWITH, THE TERMS
                  OF THIS AGREEMENT SHALL GOVERN.

                  ALL OF 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.


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         IN WITNESS WHEREOF, the parties have executed and delivered this
agreement effective on the date first above written.

Exchange National Bank                  Union Bankshares, Ltd.
                                        a Delaware Corporation
                                        
/s/ Calvin Kleinmann                    /s/ Bruce E. Hall
--------------------------------        --------------------------------
Calvin Kleinmann                        Bruce E. Hall
Executive Vice President                Vice President & Chief Financial
                                        Officer


Union Bank & Trust


/S/ Herman J. Zueck
--------------------------------
Herman J. Zueck
Chairman & Chief Executive
Officer


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