<PAGE>   1
                                  EXHIBIT 10.1



                                 March 17, 1998



Bayfront Ventures
c/o Concorde Gaming Corporation
3290 Lien Street
Rapid City, SD 57702

ATTENTION: MR. JERRY BAUM


Dear Mr. Baum:

         BNC Financial Corporation (the "Lender") is pleased to advise Bayfront
Ventures, a Florida general partnership (the "Borrower"), that the Lender hereby
extends to the Borrower a line of credit of up to Five Million and No/100ths
Dollars ($5,000,000.00) (the "Line of Credit") pursuant to which the Lender will
make advances (the "Advance(s)") to the Borrower for the Borrower's account upon
the following terms and conditions:

         1.       Documents; etc. The Borrower has delivered, or will deliver,
to the Lender before the initial Advance is made, the following documents (this
Agreement together with each of the following defined documents and each other
instrument, document, guaranty, mortgage, deed of trust, chattel mortgage,
pledge, power of attorney, consent, assignment, contract, notice, security
agreement, lease, financing statement, patent, trademark or copyright
registration, subordination agreement, trust account agreement, or other
agreement executed and delivered by any Loan Party with respect to this
Agreement or to create or perfect any security interest in any collateral
securing the payment of the Loan (the "Collateral") (in each case as originally
executed and as amended, modified or supplemented from time to time) being
sometimes hereinafter referred to collectively as the "Loan Documents" and
individually as a "Loan Document") and other items, all containing or to contain
provisions acceptable to the Lender and its counsel:

                  (a)      a Note (such Note together with each renewal,
         replacement or substitute note therefor being the "Note") executed by
         the Borrower;

                  (b)      a Security Agreement ( the "Security Agreement")
         executed by the Borrower granting to the Lender a security interest in
         the Collateral described therein to secure repayment of the Note and
         all present or future obligations of the Borrower to the Lender
         together with Uniform Commercial Code Standard Form UCC-1 Financing
         Statements sufficient to perfect the Lender's security interests in
         such Collateral and UCC searches from the filing offices in all states
         required by the Lender which reflect that no other person holds a prior
         security interest in any such Collateral except as permitted by Section
         8(a);

                  (c)      a First Preferred Ship Mortgage ( the "Ship
         Mortgage") in the form of EXHIBIT A attached hereto executed by the
         Borrower mortgaging to the Lender the Miami Princess, a 200 feet x 40
         feet gaming vessel being constructed for the Borrower by Keith Marine,
         Inc. (the "Builder") pursuant to a Vessel


<PAGE>   2
Bayfront Ventures
March 17, 1998
Page 2


         Construction Agreement dated as of August 27, 1997 (together with the
         "Specifications" and "Contract Drawings" described therein as amended
         to date and as the same may be further amended, modified or
         supplemented in accordance with this Agreement being the "Construction
         Contract") together with all other documents required by the Lender as
         being necessary or convenient to record such Ship Mortgage as a first
         preferred ship mortgage on the Miami Princess; provided, however, that
         the Lender may defer the Borrower's execution and delivery of the Ship
         Mortgage until a later date to be determined by the Lender in its sole
         discretion;

                  (d)      one or more Guaranties (each a "Guaranty" and
         collectively the "Guaranties") respectively executed by Brustuen H.
         Lien ("B. Lien"), Deanna Lien ("D. Lien"), David N. Grossman ("D.
         Grossman"), Patricia J. Grossman ("P. Grossman"), Michael A. Hlavsa
         ("M. Hlavsa"), Deborah L. Hlavsa ("D. Hlavsa"), Concorde Gaming
         Corporation, a Colorado corporation ("Concorde") and Goldcoast
         Entertainment Cruises, Inc., a Florida corporation ("Goldcoast;" and
         together with B. Lien, D. Lien, D. Grossman, P. Grossman, M. Hlavsa, D.
         Hlavsa and Concorde being sometimes hereinafter referred to
         collectively as the "Guarantors" and individually as a "Guarantor")
         (Borrower and the Guarantors being sometimes hereinafter referred to
         collectively as the "Loan Parties" and individually as a "Loan Party");

                  (e)      a copy of the Borrower's general partnership
         agreement (the "Partnership Agreement") certified by an officer of
         Concorde to be a true, correct and complete copy thereof together with:
         (i) a certificate by each of Concorde and Goldcoast that no unwaived or
         uncured default exists thereunder; and (ii) a Certificate of
         Partnership issued by the Florida Secretary of State;

                  (f)      resolutions of all of the Borrower's general partners
         authorizing the execution, delivery and performance of the Loan
         Documents to which the Borrower is a party;

                  (g)      certified Bylaws and Articles of Incorporation of
         each corporate Loan Party;


                  (h)      resolutions of the Board of Directors of each
         corporate Loan Party ratifying the execution, delivery and performance
         of the Partnership Agreement and authorizing the execution, delivery
         and performance of the Loan Documents to which the Borrower and/or such
         Loan Party is a party;

                  (i)      a certificate by the secretary or assistant secretary
         of each corporate Loan Party certifying the names of the officers of
         such person authorized to sign the Loan Documents to which the Borrower
         and/or such Loan Party is a party together, in each case, with a sample
         of the true signatures of such officers;

                  (j)      Certificates of Good Standing for each corporate Loan
         Party of recent date issued by the Secretary of State of the state of
         such person's organization, the Secretary of State of the State of
         Florida and by the Secretary of State of each other state required by
         the Lender;

                  (k)      evidence of insurance required by any Loan Document
         including without limitation, builder's risk insurance during the
         period of construction of the Miami Princess;

                  (l)      $100,000.00 in immediately available funds as a
         non-refundable origination fee, which origination fee is non-refundable
         and is earned upon the execution hereof regardless of whether the
         Borrower obtains any Advance hereunder;

<PAGE>   3
Bayfront Ventures
March 17, 1998
Page 3


                  (m)      $9,000.00 in immediately available funds to reimburse
         the Lender for its due diligence and for its legal fees and expenses
         payable by the Borrower pursuant to Section 7(e), receipt of which is
         hereby acknowledged by Lender, which amount is refundable only to the
         extent that the sum of such legal fees and expenses are less than
         $7,500.00;

                  (n)      an Assignment and Agreement appropriately executed
         and delivered by the Builder and the Borrower pursuant to which, among
         other things, the Borrower assigns all of its right, title and interest
         in the Construction Contract to the Lender and the Builder consents to
         such assignment and agrees to perform the Construction Contract on
         behalf of the Lender following the occurrence of an Event of Default;

                  (o)      a Statement (the "Cost Statement") of the costs of
         construction (the "Construction Costs") of the Miami Princess by line
         item appropriately completed and duly executed and delivered by the
         Builder, the Borrower and DeJong and Lebet, Inc. (the "Naval
         Architect"), which Cost Statement shall show: (i) Construction Costs
         through the stage of completion set forth on Schedule 1(o) attached
         hereto and incorporated herein by reference (the "Required Stage of
         Completion"); and (ii) show sufficient funds either paid by the
         Borrower to the Builder or any third party providing goods and services
         in connection with the design or construction of the Miami Princess or
         deposited by the Borrower with Lender (collectively the "Borrower
         Equity Funds") to pay all Construction Costs through the Required Stage
         of Completion;

                  (p)      an Assignment of Plans relating to the Miami Princess
         appropriately completed and duly executed and delivered by the Builder
         and the Naval Architect;

                  (q)      a Certificate relating to the Miami Princess
         appropriately completed and duly executed and delivered by the Naval
         Architect;

                  (r)      a Survey of the Miami Princess showing the
         replacement cost by a n established yard as being not less than
         $8,000,000.00;

                  (s)      an executed copy of a binding commitment (the "CFS
         Commitment") by Caterpillar Financial Services, Inc. ("CFS") to make a
         loan (the "CFS Loan") to permanently finance the Miami Princess in an
         amount not less than the Loan; and

                  (t)      such other approvals, opinions or documents as the
         Lender may reasonably request.

         2.       Loan.

                  (a)      Advances. The Lender has agreed, on the terms and
         conditions stated herein, to make Advances to the Borrower from time to
         time on any business day during the period from the date hereof and
         ending on the earlier of September 30, 1998 or the date on which the
         Lender terminates the Line of Credit pursuant to Section 9 hereof (such
         earlier date being the "Termination Date"); provided, however, that the
         Lender shall not be required to make an Advance if, after giving effect
         to such Advance the aggregate outstanding principal amount of the
         Advances (the "Loan") would exceed the lesser at that time of the Line
         of Credit or the lesser (such lesser amount being the "Maximum Loan
         Amount") of: (a) 70% of the purchase price of the Miami Princess at the
         Required Stage of Completion; or (b) 70% of the estimated fair market
         value of the Miami Princess at the Required Stage of Completion. Within
         the limits set forth above, the


<PAGE>   4
Bayfront Ventures
March 17, 1998
Page 4


         Borrower may obtain Advances from the Lender pursuant to this Section
         2(a) and to Section 2(d). Each Advance shall be in the minimum amount
         of $10,000.00.

                  (b)      Note. The Advances shall be evidenced by, and be
         payable in accordance with the terms of, the Note. The Lender shall
         maintain records of the amount of each Advance and of the amount of all
         payments on the Note. The aggregate outstanding principal amount of all
         Advances set forth on the records of the Lender shall be rebuttable
         presumptive evidence of the principal amount owing and unpaid on the
         Note.

                  (c)      Interest on the Advances. The Borrower agrees to pay
         interest on the outstanding principal amount of each Advance from the
         date of such Advance until such Advance is paid at the rates and at the
         times specified in the Note.

                  (d)      Borrowing Procedure.

                           (i)      Advances. Without limiting other terms and
                  conditions hereof, the Borrower and the Lender agree as
                  follows:

                                    (A)      Advances shall be disbursed by the
                                             Lender solely for the purpose of
                                             paying the Construction Costs of
                                             the Miami Princess shown on the
                                             Cost Statement. Each request for an
                                             Advance proceeds shall be in the
                                             form of EXHIBIT B attached hereto
                                             and must be given so as to be
                                             received by the Lender not later
                                             than 11:00 a.m., Minneapolis time,
                                             on the 3rd business day prior to
                                             the date of the requested Advance.
                                             Unless the Lender determines that
                                             any applicable condition specified
                                             in this Section 2 has not been
                                             satisfied, the Lender will make the
                                             amount of the requested Advance
                                             available to the Borrower by
                                             transferring the amount thereof in
                                             immediately available funds to the
                                             Builder for application to the
                                             relevant 'Interim Installment
                                             Invoice" or "Final Invoice" payable
                                             under the Construction Contract.
                                             Loan proceeds used to pay
                                             Construction Costs that are not
                                             provided by the Builder (e.g. fees
                                             payable to the Naval Architect or
                                             to the interior designer for the
                                             Miami Princess or for the
                                             acquisition and installment of
                                             equipment) shall be paid by the
                                             Lender directly to the supplier
                                             upon receipt of an invoice therefor
                                             and subject to the requirements of
                                             subsection (D) hereof.

                                    (B)      No disbursement of a requested
                                             Advance shall constitute a waiver
                                             of any Event of Default or event
                                             which, with notice and/or lapse of
                                             time, would constitute an Event of
                                             Default (such event being a
                                             "Default") or any condition
                                             precedent to the obligation of the
                                             Lender to make any further Advance.
                                             The Borrower acknowledges that the
                                             amount of the Line of Credit may
                                             not be sufficient to pay all of the
                                             Construction Costs and that the
                                             Borrower is solely responsible for
                                             the payment of all such
                                             Construction Costs in excess of the
                                             Line of Credit. The Borrower will
                                             provide the Lender with periodic
                                             updates of changes in the
                                             Construction Costs in accordance
                                             with Section 8(k). If requested by
                                             the Lender, the


<PAGE>   5
Bayfront Ventures
March 17, 1998
Page 5


                                             Borrower shall also furnish to the
                                             Lender a copy of each contract with
                                             each of its direct contractors.

                                    (C)      The Lender shall have the right to
                                             conduct such inspections of the
                                             Miami Princess as it deems
                                             necessary or desirable for the
                                             protection of the Lender's
                                             interests. Neither the Borrower nor
                                             any third party shall have the
                                             right to use or rely upon the
                                             Lender's inspections or any other
                                             reports generated by the Lender. By
                                             advancing funds after any
                                             inspection of the Miami Princess,
                                             the Lender shall not be deemed to
                                             waive any Default or Event of
                                             Default.

                                    (D)      The Lender shall not be obligated
                                             to make any Advance at any time
                                             unless and until the Borrower has
                                             provided the Lender with evidence
                                             that the Borrower has paid
                                             sufficient Construction Costs so
                                             that all remaining unpaid
                                             Construction Costs do not exceed
                                             the available amount of the Line of
                                             Credit (the "Available Funds"). If:
                                             (1) the Borrower requests any
                                             change to the Construction Costs
                                             that would increase the amount
                                             thereof after giving effect to any
                                             reallocation of Cost Statement line
                                             items permitted by Section 8(l)
                                             (the "Increased Construction
                                             Costs"); or (2) the Lender or the
                                             Borrower determines that the
                                             Available Funds are insufficient to
                                             pay in full the Construction Costs
                                             through the Required Stage of
                                             Completion (such insufficiency
                                             being the "Deficiency"), it shall
                                             notify the other party of such
                                             determination, then, in either
                                             case, the Borrower shall, within
                                             three (3) business days after such
                                             request or notice, deposit with the
                                             Lender funds equal to the amount of
                                             the Increased Construction Costs or
                                             the Deficiency, as the case may be.
                                             All funds deposited, or to be
                                             deposited, by the Borrower shall be
                                             used to pay Construction Costs
                                             before any additional Advance is
                                             made. The Borrower hereby assigns
                                             and pledges to the Lender all funds
                                             so deposited as additional security
                                             for the payment of the Loan and the
                                             Borrower's other obligations under
                                             this Agreement or any other Loan
                                             Document. The Borrower may not
                                             reallocate items of cost or change
                                             the Cost Statement without the
                                             consent of the Lender except as
                                             provided in Section 8(l).

                           (ii)     Conditions Precedent. Each request for an
                  Advance shall be deemed a representation and warranty that all
                  conditions precedent to such credit extension under Section 5
                  are satisfied as of the date of such request and as of the
                  date of such extension.

                  (e)      Prepayment.

                           (i)      Voluntary. The Borrower shall have the
                  right, by giving written notice to the Lender by not later
                  than 2:00 p.m. (Minneapolis time) on the business day of such
                  payment, to voluntarily prepay the Loan in whole or in part at
                  any time without premium or penalty.

<PAGE>   6
Bayfront Ventures
March 17, 1998
Page 6


                           (ii)     Mandatory.

                                    (A)     If, at any time, the Loan exceeds
                                            the lesser of the Line of Credit or
                                            70% of the Maximum Loan Value, then
                                            the Borrower, upon demand, shall
                                            prepay the amount of such excess
                                            together with interest on the amount
                                            prepaid.

                                    (B)     Contemporaneously with the initial
                                            funding of the CFS Loan, the
                                            Borrower shall prepay the Loan,
                                            accrued interest thereon, and all of
                                            the Borrower's other outstanding
                                            obligations under this Agreement or
                                            any other Loan Document in full and
                                            the Line of Credit shall terminate.

                           (iii)    No Reborrowing. No part of any prepayment of
                  the Loan may be reborrowed.

         3.       Payments. Any other provision of this Agreement to the
contrary notwithstanding, the Borrower shall make all payments of interest on
and principal of the Loan and all payments to the Lender with respect to payment
of other fees, costs and expenses payable under any Loan Document in immediately
available funds to the Lender at its address for notices hereunder. The Borrower
authorizes the Lender to charge from time to time against the Borrower's account
with the Depository Bank any such payments when due and Lender will use its
reasonable efforts to notify Borrower of such charges. The Borrower hereby
authorizes the Lender to make an Advance, at the Lender's sole discretion, to
pay, on behalf of the Borrower, any amount due to the Lender under any Loan
Document without further action on the part of the Borrower and regardless of
whether the Borrower is able to comply with the terms, conditions and covenants
of this Agreement at the time of such Advance.

         4.       Set-off, Etc. Upon the occurrence and during the continuance
of an Event of Default, the Lender and each of its affiliates including, without
limitation, BNC National Bank of Minnesota ("BNCM"), may offset any and all
balances, credits, deposits (general or special, time or demand, provisional or
final), accounts or monies of the Borrower then or thereafter with the Lender or
such affiliate, or any obligations of the Lender or such affiliate to the
Borrower, against the obligations of the Borrower arising under this Agreement
or any other Loan Document. The Borrower hereby grants to the Lender and each of
its affiliates a security interest in all such balances, credits, deposits,
accounts or monies.

         5.       Conditions Precedent to All Credit Extensions. The obligation
of the Lender to extend any credit to the Borrower shall be subject to the
satisfaction of each of the following conditions, unless waived in writing by
the Lender:

         (a)      The representations and warranties set forth in Section 6
shall be true and correct on the date of the requested credit extension and
after giving effect thereto; and

         (b)      No Event of Default or Default shall have occurred and be
continuing on the date of the requested credit extension or after giving effect
thereto.

         6.       Representations and Warranties. To induce the Lender to extend
credit hereunder, the Borrower represents and warrants that:

<PAGE>   7
Bayfront Ventures
March 17, 1998
Page 7


         (a)      the Borrower is a general partnership validly organized and
existing and in good standing under the laws of the state of its organization,
has full power and authority to own its property and conduct its business
substantially as presently conducted by it and is duly qualified to do business
and is in good standing in each jurisdiction where the nature of its business
makes such qualification necessary;

         (b)      the Borrower has full power and authority to enter into and to
perform its obligations under the Loan Documents to which such the Borrower is a
party;

         (c)      the Loan Documents constitute the legal, valid, and binding
obligations of the Borrower which is a party thereto and are enforceable against
the Borrower in accordance with their respective terms subject only to
bankruptcy, insolvency, reorganization, moratorium or similar laws at the time
in effect affecting the enforceability of rights of creditors generally and by
general equitable principles which may limit the right to obtain equitable
remedies;

         (d)      the Borrower's execution, delivery and performance of the Loan
Documents to which the Borrower is a party have been duly authorized by all
necessary partnership action, do not require the consent or approval of any
person which has not been obtained, and do not conflict with any agreement
binding upon the Borrower or any of the Borrower's property;

         (e)      there is no litigation, arbitration or governmental proceeding
pending against the Borrower or affecting the business, property or operations
of the Borrower which, if determined adversely to the Borrower, would have a
material adverse effect on the condition (financial or otherwise), the business,
property or operations of the Borrower;

         (f)      neither the Borrower nor any member of a group which is under
common control with the Borrower (the Borrower's "ERISA Affiliates") has
maintained, established, sponsored or contributed to any employee benefit plan
which is a defined benefit plan ("Plan") covered by Title IV of the Employee
Retirement Income Security Act of 1974 and the rules and regulations thereunder
("ERISA");

         (g)      the proceeds of the Loan will be used to partially finance the
construction and equipping of the Miami Princess; no part of the proceeds of the
Loan will be used by the Borrower for any purpose which violates, or which is
inconsistent with, any regulations promulgated by the Board of Governors of the
Federal Reserve System;

         (h)      the Borrower is in compliance in all material respects with
all federal, state and local laws, rules and regulations applicable to it;

         (i)      The Borrower's internally prepared interim financial
statements dated January 31, 1998, copies of which have been furnished to the
Lender, have been prepared in accordance with the generally accepted accounting
principles consistently applied with those of the preceding fiscal year (such
consistently applied accounting principles being "GAAP") and present fairly the
financial condition of the Borrower as of such dates and the result of their
combined operations for the periods then ended;

         (j)      since the date of the financial statements referred to in
Section 6(i), neither the condition (financial or otherwise), the business, the
properties nor the operations of the Borrower has been materially and adversely
affected in any way;

<PAGE>   8
Bayfront Ventures
March 17, 1998
Page 8

         (k)      the Borrower has filed all Federal and State income and other
tax returns which are required to be filed, and has paid all taxes as shown on
said returns and all assessments received by the Borrower to the extent that
such taxes have become due;

         (l)      the Borrower possesses adequate licenses, permits, franchises,
patents, copyrights, trademarks and trade names, or rights thereto, to conduct
its business substantially as now conducted and as presently proposed to be
conducted;

         (m)      the Borrower is not in default of a material provision under
any material agreement, instrument, decree or order to which it is a party or by
which it or its property is bound or affected;

         (n)      the Borrower has good title to all of their respective
properties and assets, including, without limitation, the collateral for the
Loan, free and clear of all mortgages, security interests, liens and
encumbrances, except as permitted by Section 8(a);

         (o)      the Borrower reasonably believes that the so-called "Year 2000
Problem" (ie. the inability of the Borrower's computer applications to recognize
and perform properly date-sensitive functions involving certain dates prior to
and any date after December 31, 1999") will not result in a material adverse
change in Borrower's business, condition (financial or otherwise), operations,
properties or prospects, or ability to repay the Loan;

         (p)      the Borrower is a citizen of the United States within the
meaning of the Ship Mortgage Act and 46 C.F.R. ss.67.35 in that each of its
general partners are citizens and at least 75 percent of the equity interests in
the Borrower are owned by citizens;

         (q)      the Line of Credit equals or exceeds the total of all
remaining unpaid Construction Costs of the Miami Princess through the Required
Stage of Completion;

         (r)      all representations and warranties contained in this Section 6
shall survive the delivery of the Loan Documents, the making of the Loan, and no
investigation at any time made by or on behalf of the Lender shall diminish its
rights to rely thereon.

         7.       Affirmative Covenants. The Borrower covenants and agrees with
the Lender that, for so long as the Loan remains unpaid or the Line of Credit is
available to the Borrower, the Borrower shall:

         (a)      furnish to the Lender:

                  (i)      as soon as available and in any event within 90 days
         after the end of each of the Borrower's fiscal years, a copy of the
         Borrower' s annual report, including balance sheet and related
         statements of earnings, partners' equity and cash flows for such fiscal
         year, with comparative figures for the preceding fiscal year, prepared
         in accordance with GAAP;

                  (ii)     as soon as available and in any event within 20 days
         after the end of each month of the Borrower's fiscal year, a copy of
         the Borrower' internally prepared financial statements, consisting of a
         balance sheet as of the close of such month and related statements of
         earnings for such month and from the beginning of such fiscal year to
         the end of such month prepared in accordance with GAAP and certified as
         accurate by the chief financial officer or treasurer of Concorde; and
<PAGE>   9
Bayfront Ventures
March 17, 1998
Page 9

                  (iii)    such other financial or other information or 
         certification as the Lender may reasonably request;

         (b)      maintain and preserve its partnership existence;

         (c)      maintain insurance of such types and in such amounts as are
maintained by companies of similar size engaged in the same or similar
businesses and as may be required by any Loan Document; provided, however, that
each policy insuring any collateral securing the Loan shall name the Lender as
the loss payee;

         (d)      file all federal and state tax income and other returns
(including, without limitation, withholding tax returns) which are required and
make payments as required of such taxes; provided, however, that the Borrower
shall not be required to pay any such tax so long as the validity thereof is
being contested in good faith by appropriate proceedings and adequate book
reserves shall have been set aside with respect thereto;

         (e)      reimburse the Lender for reasonable expenses, fees and
disbursements (including, without limitation, reasonable attorneys' fees and
legal expenses), incurred in connection with the preparation or administration
of this Agreement or any other Loan Document or the Lender's enforcement of the
obligations of the Borrower under any Loan Document, whether or not suit is
commenced, which attorneys' fees and legal expenses shall include, but not be
limited to, any attorneys' fees and legal expenses incurred in connection with
any appeal of a lower court's judgment or order; provided, however that the
Lender agrees that the Borrower's obligations to reimburse the Lender for its
attorneys' fees and legal expenses incurred in connection with the preparation
of this Agreement and the other Loan Documents shall be limited to the sum of
$7,500.00 plus out-of-pocket expenses;

         (f)      permit the Lender and its representatives at reasonable times
and intervals and upon reasonable notice to visit the Borrower's offices and
inspect such person's books and records including, without limitation,
permitting the Lender to examine any collateral securing the Loan and reimburse
the Lender for all examination fees and expenses incurred in connection with
such examinations at its then current rate for such services and for its
out-of-pocket expenses incurred in connection therewith; provided, however that
the Lender agrees that, so long as no Default or Event of Default has occurred
and is continuing, the Borrower's obligations to reimburse the Lender for its
examinations shall be limited to no more than $900.00 per examination for each
of two examinations;

         (g)      maintain in full force and effect all of its material rights,
licenses, certifications, franchises and comply with all applicable laws and
regulations necessary to enable it to conduct its business;

         (h)      expeditiously complete and fully pay for the construction and
equipping of the Miami Princess in a good and workmanlike manner and in
accordance with the contracts, subcontracts and Plans, and in compliance with
all applicable governmental requirements, and any applicable covenants,
conditions, restrictions and reservations, so that completion occurs on or
before September 30, 1998;

         (i)      correct or cause to be corrected (i) any defect in the Miami
Princess or (ii) any departure in the construction of the Miami Princess from
the Plans or governmental requirements;

         (j)      deliver to the Lender revised, sworn statements of estimated
costs of the Miami Princess, showing changes in or variations from the original
Cost Statement, as soon as such changes are known to the Borrower and, if
requested by the Lender, the Borrower shall furnish the Lender with copies of
all changes or modifications in the Plans,


<PAGE>   10
Bayfront Ventures
March 17, 1998
Page 10


contracts or subcontracts for the construction of the Miami Princess, prior to
incorporation of any such change or modification into the Miami Princess,
whether or not the Lender's consent to such change or modification is required;

         (k)      pay and discharge, when due, all taxes, assessments and other
governmental charges upon the Miami Princess, as well as all claims for labor
and materials which, if unpaid, might become a lien or charge upon the Miami
Princess, regardless of whether the Loan is fully advanced or disbursed;

         (l)      use the Loan proceeds solely to pay, or to reimburse the
Borrower for paying, the Construction Costs shown on the Cost Statement approved
by the Lender and incurred by the Borrower in connection with the acquisition,
development and construction of the Miami Princess and shall take all steps
necessary to assure such use of Loan proceeds by its contractors;

         (m)      upon completion of the Miami Princess, the Borrower shall
furnish the Lender with all items required to evidence completion of the Miami
Princess including, without limitation: (i) a certification from the Naval
Architect that the Miami Princess has been completed in accordance with the
approved Plans; (ii) the evidence of insurance required by the Ship Mortgage;
(iii) copies of all licenses and permits required for operation of the Miami
Princess; and (iv) photographs of the completed Miami Princess;

         (n)      upon completion of the Miami Princess, the Borrower shall
immediately deliver to the Lender, or in accordance with the Lender's written
direction, any document that may be necessary or convenient to have the Miami
Princess documented under the laws of the United States including, without
limitation, a Manufacturer's Certificate of Origin (CG-1270), A Certification of
the Builder (CG-1261), a Certificate of Measurement of tonnage and an
Application for Initial Issue, Exchange, Replacement of Certificate of
Documentation; or Redocumentation and to have the Ship Mortgage recorded as a
first preferred ship mortgage under the laws of the United States;

         (o)      immediately upon the Lender's request, execute and deliver the
Ship Mortgage to the Lender if the Borrower has not previously done so;

         (p)      maintain, at all times, the Borrower' s Net Worth at not less
than $2,000,000, where Net Worth means, at any date of determination, the
difference between: (i) the total assets appearing on the Borrower's balance
sheet at such date prepared in accordance with GAAP, after deducting adequate
reserves in each case where, in accordance with GAAP, a reserve is proper; and
(b) the total liabilities appearing on such balance sheet; and

         (q)      cause any and all obligations of the Borrower to any Guarantor
or to any affiliate of the Borrower to be subject and subordinate at all times
to all of the Borrower's indebtedness and liabilities to the Lender, whether
such indebtedness is now existing or hereafter arising, direct or indirect,
absolute or contingent, joint or several, whether as maker, endorser, surety,
guarantor or otherwise, and including all principal, interest (including any
interest accruing subsequent to the commencement of any proceeding against or
with respect to the Borrower under the Bankruptcy Code, 11 U.S.C. 101, et seq.),
fees, expenses, attorneys' fees and legal expenses owing to the Lender, as well
as the notes or other instruments evidencing the same, and all extensions,
renewals and refinancings thereof except that so long as no Default or Event of
Default has occurred and is continuing or would result from any of the following
payments, the Borrower may pay a monthly advance to Goldcoast of no more than
$20,000 strictly in accordance with the terms of the Partnership Agreement (the
"Goldcoast Advance"). The Borrower's obligations under this subsection (p) shall
include, without limitation, causing any Guarantor or Affiliate to execute and
deliver to the Lender a subordination agreement, on the Lender's standard form,
subordinating the obligations of the Borrower to any Guarantor or affiliate to
the obligations of the Borrower to the Lender. For the purposes of this
Agreement, "affiliate" shall mean with respect


<PAGE>   11
Bayfront Ventures
March 17, 1998
Page 11


to a party, any person or entity that controls, is controlled by or is under
common control with such party, with "control" and its derivatives meaning
ownership of 50 percent or more of the voting interests in the entity in
question. 8. Negative Covenants. The Borrower hereby agrees with the Lender that
so long as the Note remains unpaid or the Line of Credit is available to the
Borrower, the Borrower shall not, without the Lender's prior written consent:

         (a)      create security interests or mortgages encumbering the
Borrower's assets except: (i) security interests in favor of the Lender; (ii)
other security interests described on Schedule 8(a) attached hereto and
incorporated herein by reference; or (iii) security interests created in
connection with capitalized lease obligations or other purchase money
indebtedness incurred in connection with the acquisition of equipment for the
Miami Princess, but only to the extent that: (A) such equipment is gaming
equipment such as slot machines, video poker machines and similar machines; (B)
such security interest attaches only to the equipment then being acquired by the
Borrower, did not and does not attach to the Borrower's current assets and does
not secure any other indebtedness; (C) no Default or Event of Default has
occurred and is continuing at the time of the proposed creation of such security
interest or would result therefrom; (D) no portion of the purchase price of the
relevant equipment has been, or should have been paid, as part of the
Construction Costs; (E) the indebtedness intended to be secured by such security
interest is permitted by Section 8(b); and (F) the Borrower has provided the
Lender with at least ten (10) business days prior written notice of the
Borrower's intent to grant such purchase money security interest;

         (b)      create, incur, assume or suffer to exist any indebtedness
except: (i) the indebtedness under this Agreement or any other Loan Document;
(ii) current liabilities (other than borrowed money) incurred in the ordinary
course of business; (iii) other indebtedness described on Schedule 8(b) attached
hereto and incorporated herein by reference; or (iv) capitalized lease
obligations or purchase money indebtedness incurred in connection with the
acquisition of equipment, but only to the extent that: (A) the aggregate amount
of such indebtedness does not exceed the lesser of: (1) $250,000.00; or (2) the
maximum amount of indebtedness which the Borrower could then occur without
violating Section 8(n) while maintaining its ability, after giving effect to the
indebtedness which the Borrower then proposes to incur, additional indebtedness
equal to the sum of the entire undrawn amount of the Line of Credit plus $1.00;
and (B) no Default or Event of Default has occurred and is continuing at the
time of the proposed incurrence of such indebtedness or would result therefrom;

         (c)      lease or sell all or any substantial portion of its property
and business to any other entity or entities, whether in one transaction or a
series of related transactions;

         (d)      consolidate with or merge into or with any other entity or
entities;

         (e)      declare or pay any dividends or distributions, purchase,
redeem, retire or otherwise acquire for value any of the Borrower's partnership
interests (or any warrant or option to purchase any such partnership) now or
hereafter outstanding, or return any capital to its partners as such;

         (f)      acquire, make or hold any investment in any other person
except: (i) cash and cash equivalents; or (ii) other investments described on
Schedule 8(f) attached hereto and incorporated herein by reference;

         (g)      assume, guarantee, endorse or otherwise become liable upon the
obligation of any person, firm or corporation except by endorsement of
negotiable instruments for deposit or collection in the ordinary course of
business, nor sell any notes or accounts receivable with or without recourse;


<PAGE>   12
Bayfront Ventures
March 17, 1998
Page 12


         (h)      engage in any business other than the business of operating
the Miami Princess;

         (i)      maintain, establish, sponsor or contribute to any Plan which
is a defined benefit plan, or permit any of its ERISA Affiliates to do so;

         (j)      make any future loan or advance to, or otherwise extend any
credit to, the Borrower's or any of its partner's officers, directors,
shareholders, partners, members, managers or affiliates or to any member of any
such person's immediate family except that the Borrower may pay the Goldcoast
Advance strictly in accordance with Section 7(p);

         (k)      make or consent to any change or modification in the Plans,
contracts or subcontracts, and no work shall be performed with respect to any
such change or modification if such change or modification would in any material
way alter the design or structure of the Miami Princess or increase or decrease
the cost of the construction of the Miami Princess by $100,000.00 or more for
any single change or modification, or if the aggregate amount of all changes and
modifications exceeds $150,000.00; provided, however, that, regardless of
whether the Lender's consent is required for any such change or modification,
the Borrower shall deposit the amount of any Increased Construction Costs with
Lender in accordance with Section 2(d)(i)(D) contemporaneously with the
Borrower's making of, or consenting to, any such change or modification ;

         (l)      make or consent to any change or modification in any line item
of the Construction Cost Statement except: (i) as permitted by Section 8(k); or
(ii) that any cost savings in a line item can be reallocated to other line item
upon certification by the Naval Architect and the Builder certifying that such
line item has been completed in accordance with the Plans and specifying the
cost of completion and the resulting cost savings;

         (m)      (i) amend, modify or supplement: (A) the Construction Contract
(except for changes permitted by Section 8(k)); (B) the Architect's Agreement;
(C) the Use Agreement dated as of June 25, 1997 between the Borrower and the
Bayfront Park Management Trust, a limited agency and instrumentality of the City
of Miami, Florida , as amended by an Addendum to Use Agreement dated as of
August 29, 1997 (as so amended, the "Use Agreement"); or (D) the CFS Commitment;
or (ii) waive any other party's performance of, or compliance with, any material
term thereof; or

         (n)      permit its Leverage Ratio (the ratio of its Total Liabilities
to its Net Worth) to be more than 6 to 1 at any time, where Total Liabilities
means, at the time of any determination, the amount of all items of indebtedness
of the Borrower that would constitute "liabilities" for balance sheet purposes
in accordance with GAAP; or

         9.       Event of Default. The occurrence of any one or more of the
following shall constitute an Event of Default ("Event of Default") hereunder:

         (a)      the Borrower shall default in the due and punctual payment of
any installment of interest or principal on the Loan on the date when due, or in
due and punctual payment of any other amount which is due and payable to the
Lender under any Loan Document on the date when due;

         (b)      the Borrower shall default in the due performance or
observance of any covenant set forth in Section 7(m), (n) or (o), in Section 8
or in the Ship Mortgage;
<PAGE>   13
Bayfront Ventures
March 17, 1998
Page 13


         (c)      any Loan Party shall default (other than those defaults
covered by other subsections of this Section 9 in the due performance or
observance of any term, covenant, agreement or warranty contained in any Loan
Document on its part to be performed, and such default shall continue for a
period of 30 days after written notice thereof from the Lender to the Borrower;

         (d)      any Loan Party shall default and fail to cure such default in
the time provided therein, under the terms of any agreement, indenture, deed of
trust, mortgage, promissory note or security agreement governing the borrowing
of money (other this Agreement and the other Loan Documents) and: (i) the
maturity of any amount owed under such document or instrument is accelerated; or
(ii) such default shall continue unremedied or unwaived for a period of time to
permit such acceleration;

         (e)      any Loan Party shall become insolvent or generally fail to
pay, or admit in writing such Loan Party's inability to pay such Loan Party's
debts as they become due; or any Loan Party shall apply for, consent to, or
acquiesce in, the appointment of a trustee, receiver or other custodian for such
Loan Party or for such Loan Party's property, or make a general assignment for
the benefit of creditors; or, in the absence of such application, consent or
acquiescence, a trustee, receiver or other custodian shall be appointed for any
Loan Party or for a substantial part of such Loan Party's property and not be
discharged within 60 days; or any bankruptcy, reorganization, debt arrangement,
or other case or proceeding under any bankruptcy or insolvency law, or any
dissolution or liquidation proceeding shall be commenced in respect of any Loan
Party or be consented to or acquiesced in by such Loan Party or remain for 60
days undismissed; or any Loan Party shall take any action to authorize any of
the foregoing; (f) any judgments, writs, warrants of attachment, executions or
similar process (not covered by insurance) shall be issued against any Loan
Party or any of such Loan Party's assets where the aggregate amount of such
judgments, writs, warrants of attachment, executions or similar process exceed
$25,000.00 for any or all of the Loan Parties and are not released, vacated,
suspended, stayed, abated or fully bonded prior to any sale and in any event
within 30 days after its issue or levy;

         (g)      Concorde shall cease to control the Borrower's management
committee or shall cease to own at least 80% of the equity interests in the
Borrower;

         (h)      B. Lien and D. Lien, collectively, shall cease to own at least
51% of Concorde's issued and outstanding capital stock or shall cease to have
the power to elect a majority of Concorde's directors or shall cease to direct
Concorde's management policies;

         (i)      the Lender, in its sole discretion, shall determine in good
faith that there has been a material adverse change in the condition (financial
or otherwise), business or property of any Loan Party;

         (j)      any representation or warranty set forth in this Agreement or
any other Loan Document shall be untrue in any material respect on the date as
of which the facts set forth are stated or certified;

         (k)      any  Guarantor who is a natural person shall die or become
incompetent;

         (l)      any Loan Party shall seek to revoke, repudiate or disavow the
enforceability of any Loan Document;

         (m)      Borrower shall fail to document the Miami Princess under the
laws of the United States immediately upon completion thereof or the Ship
Mortgage shall fail to be recorded against the Miami Princess as a first
preferred ship mortgage under the laws of the United States contemporaneously
with the documenting of the Miami Princess;
<PAGE>   14
Bayfront Ventures
March 17, 1998
Page 14


         (n)      Work on the Miami Princess shall be substantially abandoned,
or shall, by reason of the Borrower's fault, be unreasonably delayed or
discontinued for a period of ten (10) consecutive day;

         (o)      The Borrower shall fail to timely make any deposit required by
Section 2(d)(i)(D);

         (p)      The Borrower or CFS shall terminate the CFS Commitment; or

         (q)      The conduct of the Borrower's contemplated gaming cruise to
no-where business shall be judicially determined to violate any applicable
Federal or state law or any Federal or applicable state law shall be enacted
which prohibits or restricts the conduct of such business.

Upon the happening of: (1) any Event of Default described in Section 9(e), the
full unpaid principal amount of the Note and all other obligations of the
Borrower to the Lender shall automatically be due and payable without any
declaration, notice, presentment, protest or demand of any kind (all of which
are hereby waived) and the Line of Credit shall automatically terminate; or (2)
any other Event of Default, the Lender, upon written notice, may terminate the
Line of Credit and may declare the outstanding principal amount of the Note and
all other obligations of the Borrower to the Lender to be due and payable
without other notice, presentment, protest or demand of any kind, whereupon the
full unpaid amount of the Note and any and all other obligations, which shall be
so declared due and payable, shall be and become immediately due and payable. In
addition, the Lender may exercise any right or remedy available to it pursuant
to any Loan Document, at law or in equity. Without limiting the generality of
the foregoing, the Lender may (but shall not be obligated to) take over and
complete the construction of the Miami Princess in accordance with the Plans,
with such changes therein as the Lender may, in its discretion, deem
appropriate, all at the risk, cost and expense of the Borrower and, in
connection therewith, the Lender may assume or reject any contracts entered into
by the Borrower in connection with the Miami Princess, may enter into additional
or different contracts, and may pay, compromise and settle all claims in
connection with the Miami Princess. All costs and expenses, including attorneys'
fees, incurred by the Lender in completing or attempting to complete the Miami
Princess (whether aggregating more, or less, than the face amount of the Note),
shall be deemed Advances made by the Lender to the Borrower hereunder, and the
Borrower shall be liable to the Lender, on demand, for the repayment of such
sums, together with interest on such sums from the date of their expenditure at
the Default Rate specified in the Note. The Lender may, in its discretion, at
any time abandon work on the Miami Princess, after having commenced such work,
and may recommence such work at any time. Nothing in this Section 9 shall impose
any obligation on the Lender either to complete or not to complete the Miami
Princess. For the purpose of carrying out the provisions of this Section 9, the
Borrower irrevocably appoints the Lender its attorney-in-fact, with full power
of substitution, to execute and deliver all such documents, to pay and receive
such funds, and to take such action as may be necessary, in the judgment of the
Lender, to complete the Miami Princess, to document it under the laws of the
United States and to record the Ship Mortgage as a first preferred ship mortgage
against the Miami Princess in accordance with the laws of the United States.
This power of attorney is coupled with an interest and is irrevocable.

<PAGE>   15
Bayfront Ventures
March 17, 1998
Page 15


         10.      Miscellaneous.

         (a)      Notices Any notices or demands required or contemplated
hereunder shall be written and shall be effective two days after the placing
thereof in the United States mails postage prepaid, addressed to the relevant
party at its address set forth on the signature page hereto or upon transmission
by telecopy to the relevant party at the telecopy number set forth on the
signature page hereto and a confirmation is received or at any other address or
telecopy number as may be designated by the party in a notice to the other
parties provided, however, that any notice to the Lender pursuant to Section
2(d) shall not be deemed given until received by the Lender.

         (b)      Governing Law. This Agreement, the Note and each other Loan
Document shall be governed by, interpreted and construed in accordance with the
internal laws, but not the law of conflicts, of the State of Minnesota.

         (c)      Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Borrower may not assign or transfer its
rights hereunder without the prior written consent of Lender.

         (d)      Waivers, Amendments; etc. The provisions of this Agreement, or
any other Loan Document, may from time to time be amended, modified or waived,
if such amendment, modification or waiver is in writing and consented to by the
Borrower and the Lender.

         (e)      Inconsistencies, etc. In the event of any conflict or
inconsistency between or among the provisions of this Agreement and any other
Loan Document, it is intended that the provisions of this Agreement and such
other Loan Document be enforceable except to the extent that the enforcement of
such provisions is irreconcilable and, in that event, the provisions of this
Agreement shall be controlling.

         (f)      WAIVER OF TRIAL BY JURY. THE BORROWER AND THE LENDER WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS (i) UNDER THE LOAN DOCUMENTS OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT
OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
THEREWITH OR (ii) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.

         (g)      Limitation of Liability. Neither the Lender nor any affiliate
of the Lender shall have any liability with respect to, and the Borrower hereby
waives, releases and agrees not to sue upon, any claim for any special, indirect
or consequential damages suffered by the Borrower in connection with, arising
out of, or in any way related to, this Agreement, the Note or any other Loan
Document, or the transactions contemplated and the relationship established
hereby or thereby, or any act, omission or event occurring in connection
herewith or therewith.



                                       BNC FINANCIAL CORPORATION


                                       By   /s/ James Moore
                                            ------------------------------------
                                       Its  Vice President
                                            ------------------------------------

                                       4150 South Second Street
                                       St. Cloud, MN 56301
                                       Attention: Mr. James Moore
                                       Telecopy No: (320) 259-0535

<PAGE>   16
Bayfront Ventures
March 17, 1998
Page 15


         Accepted, acknowledged and agreed to this ____ day of March, 1998.

                                       BAYFRONT VENTURES, A FLORIDA GENERAL
                                       PARTNERSHIP

                                       By Concorde Gaming Corporation
                                       A General Partner

                                       By   /s/ Jerry L. Baum
                                            ------------------------------------
                                       Its  President
                                            ------------------------------------


                                       c/o Concorde Gaming Corporation
                                       3290 Lien Street
                                       Rapid City, SD 57702
                                       Attention: Mr. Jerry Baum
                                       Telecopy No: (605) 342-0247

Subscribed and sworn to before me
this ____ day of March, 1998.



----------------------------------
Notary Public

<PAGE>   17
                                LIST OF SCHEDULES


         Schedule 1(o)              Required Stage of Completion

         Schedule 8(a)              Security Interests

         Schedule 8(b)              Debt

         Schedule 8(f)              Investments

<PAGE>   18
                                  Schedule 1(o)

                          Required Stage of Completion

<PAGE>   19
                                  Schedule 8(a)

                               Security Interests

<PAGE>   20
                                  Schedule 8(b)

                                      Debt

<PAGE>   21
                                  Schedule 8(f)

                                   Investments