Exhibit
10.17   CREDIT
AGREEMENT
RE: SUBORDINATED TERM NOTE DATED
AS OF
DECEMBER 22, 2000 BETWEEN COMMUNITY
FIRST NATIONAL BANK AND HARRIS
TRUST AND SAVINGS BANK


TABLE OF CONTENTS SECTION
  DESCRIPTIONSECTION 1.
  THE CREDITS.Section 1.1.
  Term LoanSection 1.2.
  Manner and Disbursement of Loans.  SECTION 2.
  INTEREST AND CHANGE IN CIRCUMSTANCES.Section 2.1.
  Interest Rate Options.Section 2.2.
  Minimum AmountsSection 2.3.
  Computation of Interest.Section 2.4.
  Manner of Rate SelectionSection 2.5.
  Change of LawSection 2.6.
  Unavailability of Deposits or Inability to Ascertain Adjusted LIBORSection 2.7.
  Taxes and Increased CostsSection 2.8.
  Change in Capital Adequacy Requirements.Section 2.9.
  Funding Indemnity.Section 2.10.
  Lending Branch.Section 2.11.
  Discretion of Bank as to Manner of Funding  SECTION 3.
  FEES, PREPAYMENTS, TERMINATIONS AND APPLICATIONS.Section 3.1.
  Voluntary PrepaymentsSection 3.2.
  Place and Application of Payments.Section 3.3.
  Notations  SECTION 4.
  DEFINITIONS; INTERPRETATIONSection 4.1.
  Definitions.Section 4.2.
  Interpretation  SECTION 5.
  REPRESENTATIONS AND WARRANTIESSection 5.1.
  Organization and QualificationSection 5.2.
  Corporate Authority and Validity of ObligationsSection 5.3.
  Use of ProceedsSection 5.4.
  Financial ReportsSection 5.5.
  No Material Adverse ChangeSection 5.6.
  Full DisclosureSection 5.7.
  Governmental Authority and LicensingSection 5.8.
  ApprovalsSection 5.9.
  Affiliate TransactionsSection 5.10.
  Compliance with LawsSection 5.11.
  Other AgreementsSection 5.12.
  No Default SECTION 6.
  CONDITIONS PRECEDENTSECTION 7.
  COVENANTSSection 7.1.
  Maintenance of BusinessSection 7.2.
  Financial ReportsSection 7.3.
  InspectionSection 7.4.
  Compliance with LawsSection 7.5.
  Burdensome Contracts With AffiliatesSection 7.6.
  No Changes in Fiscal Year

SECTION 8.
  EVENTS OF DEFAULT AND REMEDIESSection 8.1.
  Events of Default.Section 8.2.
  Non-Bankruptcy Defaults.Section 8.3.
  Bankruptcy Defaults

SECTION 9.
  MISCELLANEOUSSection 9.1.
  Non-Business DaySection 9.2.
  No Waiver, Cumulative RemediesSection 9.3.
  Amendments, EtcSection 9.4.
  Costs and Expenses; IndemnificationSection 9.5.
  Documentary TaxesSection 9.6.
  Survival of RepresentationsSection
  9.7.
  Survival of IndemnitiesSection 9.8.
  NoticesSection 9.9.
  ConstructionSection 9.10.
  HeadingsSection 9.11.
  Severability of ProvisionsSection 9.12.
  CounterpartsSection 9.13.
  Binding Nature, Governing Law, EtcSection 9.14.
  Submission to Jurisdiction; 
  Waiver of Jury TrialSignature.............................................................................Error!
Bookmark not defined.



Exhibit A
  
  Term NoteExhibit B
  
  Compliance Certificate


CREDIT AGREEMENT
RE: SUBORDINATED TERM NOTE Harris Trust and Savings Bank
Chicago, Illinois Ladies and Gentlemen: The
undersigned, Community First National Bank, a national banking association (the
Borrower), applies to you (Harris) for your commitment, subject to
the terms and conditions hereof and on the basis of the representations and
warranties hereinafter set forth, to extend credit to the Borrower, all as more
fully hereinafter set forth.  All capitalized
terms used herein without definition shall have the same meanings herein as
such terms are defined in Section 4.1 hereof. SECTION 1.         THE
CREDITS. Section 1.1. Term Loan.  Subject to the terms and conditions hereof, Harris agrees to make
a subordinated term loan to the Borrower in the principal amount of $25,000,000
(theTerm Loan or the Loan). 
The Term Loan shall be made on the date hereof.  The Term Loan shall be made against and
evidenced by a subordinated promissory note of the Borrower in the form (with
appropriate insertions) attached hereto as Exhibit A (the Term Note or the Note). 
The Term Note shall be dated the date of issuance thereof and be expressed
to bear interest as set forth in Section 2 hereof.  The Term Note, and the Term Loan evidenced
thereby, shall mature and all principal not sooner paid shall be due and
payable on December 22, 2007 (the Term
Loan Final Maturity Date), the final maturity thereof. Section 1.2. Manner and
Disbursement of Loans.  The
Term Loan shall initially constitute part of the Base Rate Portion of the Note
except to the extent the Borrower has otherwise timely elected that the Loan,
or any part thereof, constitute part of a LIBOR Portion as provided in
Section 2 hereof.  The Borrower
agrees that Harris may rely upon any written or telephonic notice given by any
person Harris in good faith believes is an Authorized Representative without
the necessity of independent investigation and, in the event any telephonic
notice conflicts with the written confirmation, such telephonic notice shall
govern if Harris has acted in reliance thereon.  Subject to the provisions of Section 6 hereof, the proceeds
of the Loan shall be made available to the Borrower at the principal office of
Harris in Chicago, Illinois, in immediately available funds. SECTION 2.         INTEREST
AND CHANGE IN CIRCUMSTANCES. Section 2.1. Interest
Rate Options. (a)      Subject to all of the terms and conditions of this
Section 2, portions of the principal indebtedness evidenced by the Note
(all of the indebtedness evidenced by the Note bearing interest at the same
rate for the same period of time being hereinafter referred to as a Portion of the Note) may, at the option
of the Borrower, bear interest with reference to the Base Rate (the Base Rate Portion) or with reference to
an Adjusted LIBOR (LIBOR Portions),
and Portions of Note may be converted from time to time from one basis to
another.  All of the indebtedness
evidenced by the Note which is not part of a LIBOR Portion shall constitute a
single Base Rate Portion applicable to the Note.  All of the indebtedness evidenced by the Note which bears interest
with reference to a particular Adjusted LIBOR for a particular Interest Period
shall constitute a single LIBOR Portion applicable to the Note.  There shall not be more than three (3) LIBOR
Portions applicable to the Note outstanding at any one time.  Anything contained herein to the contrary
notwithstanding, the obligation of Harris to create, continue, or effect by
conversion any LIBOR Portion shall be conditioned upon the fact that at the
time no Default or Event of Default shall have occurred and be continuing.  The Borrower hereby promises to pay interest
on each Portion at the rates and times specified in this Section 2.

(b)      Base
Rate Portion.  The Base Rate
Portion shall bear interest at the rate per annum equal to the Base Rate as in
effect from time to time.  Interest on
each Base Rate Portion shall be payable quarterly in arrears on the last day of
each March, June, September and December in each year (commencing
March 31, 2001) and at maturity of the Note, and interest after maturity
(whether by lapse of time, acceleration, or otherwise) shall be due and payable
upon demand.  Any change in the interest
rate on any Base Rate Portion resulting from a change in the Base Rate shall be
effective on the date of the relevant change in the Base Rate.

(c)      LIBOR
Portions.  Each LIBOR Portion
shall bear interest for each Interest Period selected therefor at a rate per
annum determined by adding 1.40% to the Adjusted LIBOR for such Interest
Period, provided that if any LIBOR Portion is not paid when due (whether by
lapse of time, acceleration, or otherwise), or at the election of Harris upon
notice to the Borrower during the existence of any other Event of Default, such
Portion shall automatically be converted into and added to the Base Rate
Portion of the Note and shall thereafter bear interest at the interest rate
applicable to the Base Rate Portion of the Note.  Interest on each LIBOR Portion shall be due and payable on the
last day of each Interest Period applicable thereto and, with respect to any
Interest Period applicable to a LIBOR Portion in excess of 3 months, on
the date occurring every 3 months after the date such Interest Period
began and at the end of such Interest Period, and interest after maturity
(whether by lapse of time, acceleration, or otherwise) shall be due and payable
upon demand.  The Borrower shall notify
Harris on or before 11:00 a.m. (Chicago time) on the third Business Day
preceding the end of an Interest Period applicable to a LIBOR Portion whether
such LIBOR Portion is to continue as a LIBOR Portion, in which event the
Borrower shall notify Harris of the new Interest Period selected therefor; and
in the event the Borrower shall fail to so notify Harris, such LIBOR Portion
shall automatically be converted into and added to the Base Rate Portion of the
Note as of and on the last day of such Interest Period.

Section 2.2. Minimum
Amounts.  Each LIBOR Portion
shall be in an amount equal to $1,000,000 or such greater amount which is an
integral multiple of $1,000,000.

Section 2.3. Computation
of Interest.  All interest on
the Note shall be computed on the basis of a year of 360 days for the actual
number of days elapsed.

Section 2.4. Manner of
Rate Selection.  The Borrower shall notify Harris by 11:00 a.m.
(Chicago time) at least 3 Business Days prior to the date upon which the
Borrower requests that any LIBOR Portion be created or that any part of the
Base Rate Portion be converted into a LIBOR Portion (each such notice to
specify in each instance the amount thereof and the Interest Period selected
therefor).  If any request is made to
convert a LIBOR Portion of the Note into the Base Rate Portion available
hereunder, such conversion shall only be made so as to become effective as of
the last day of the Interest Period applicable thereto.  All requests for the creation, continuance,
and conversion of Portions under this Agreement shall be irrevocable.  Such requests may be written or oral and
Harris is hereby authorized to honor telephonic requests for creations,
continuances, and conversions received by it from any person Harris in good
faith believes to be an Authorized Representative without the necessity of
independent investigation, the Borrower hereby indemnifying Harris from any
liability or loss ensuing from so acting.

Section 2.5. Change of Law.  Notwithstanding any other provisions of this
Agreement or the Note, if at any time Harris shall determine that any change in
applicable laws, treaties, or regulations, or in the interpretation thereof,
makes it unlawful for Harris to create or continue to maintain any LIBOR
Portion, it shall promptly so notify the Borrower and the obligation of Harris
to create, continue, or maintain any such LIBOR Portion under this Agreement
shall be suspended until it is no longer unlawful for Harris to create,
continue, or maintain such LIBOR Portion. 
If the continued maintenance of any such LIBOR Portion is unlawful, the
Borrower shall prepay on demand to Harris the outstanding principal amount of
the affected LIBOR Portion together with all interest accrued thereon and all
other amounts payable to Harris with respect thereto under this Agreement; provided, however, the Borrower may elect
to convert the principal amount of the affected Portion into the Base Rate
Portion, subject to the terms and conditions of this Agreement (including,
without limitation, Section 2.9 hereof).

Section 2.6. Unavailability
of Deposits or Inability to Ascertain Adjusted LIBOR.  Notwithstanding any other provision of this
Agreement or the Note, if Harris shall determine prior to the commencement of
any Interest Period that deposits in the amount of any LIBOR Portion scheduled
to be outstanding during such Interest Period are not readily available to
Harris in the relevant market or, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining
Adjusted LIBOR, then Harris shall promptly give notice thereof to the Borrower
and the obligations of Harris to create, continue, or effect by conversion any
such LIBOR Portion in such amount and for such Interest Period shall be
suspended until deposits in such amount and for the Interest Period selected by
the Borrower shall again be readily available in the relevant market and
adequate and reasonable means exist for ascertaining Adjusted LIBOR.

Section 2.7. Taxes and
Increased Costs.  With
respect to any LIBOR Portion, if Harris shall determine that any change in any
applicable law, treaty, regulation, or guideline (including, without
limitation, Regulation D of the Board of Governors of the Federal Reserve
System), or any new law, treaty, regulation, or guideline, or any
interpretation of any of the foregoing, by any governmental authority charged
with the administration thereof or any central bank or other fiscal, monetary,
or other authority having jurisdiction over Harris or its lending branch or the
LIBOR Portions contemplated by this Agreement (whether or not having the force
of law),  shall:

(i)       impose,
increase, or deem applicable any reserve, special deposit, or similar
requirement against assets held by, or deposits in or for the account of, or
loans by, or any other acquisition of funds or disbursements by, Harris which
is not in any instance already accounted for in computing the interest rate
applicable to such LIBOR Portion;(ii)      subject
Harris, any LIBOR Portion or the Note to the extent it evidences such LIBOR
Portion to any tax (including, without limitation, any United States interest
equalization tax or similar tax however named applicable to the acquisition or
holding of debt obligations and any interest or penalties with respect
thereto), duty, charge, stamp tax, fee, deduction, or withholding in respect of
this Agreement, any LIBOR Portion or the Note to the extent it evidences such
LIBOR Portion, except such taxes as may be measured by the overall net income
or gross receipts of Harris or its lending branches and imposed by the
jurisdiction, or any political subdivision or taxing authority thereof, in
which Harriss principal executive office or its lending branch is located;(iii)     change
the basis of taxation of payments of principal and interest due from the
Borrower to Harris hereunder or under the Note to the extent it evidences any
LIBOR Portion (other than by a change in taxation of the overall net income or
gross receipts of Harris); or(iv)     impose
on Harris any penalty with respect to the foregoing or any other condition
regarding this Agreement, any LIBOR Portion, or its disbursement, or the Note
to the extent it evidences any LIBOR Portion;and Harris shall determine that the result of
any of the foregoing is to increase the cost (whether by incurring a cost or
adding to a cost) to Harris of creating or maintaining any LIBOR Portion
hereunder or to reduce the amount of principal or interest received or
receivable by Harris (without benefit of, or credit for, any prorations,
exemption, credits, or other offsets available under any such laws, treaties,
regulations, guidelines, or interpretations thereof), then the Borrower shall
pay on demand to Harris from time to time as specified by Harris such
additional amounts as Harris shall reasonably determine are sufficient to
compensate and indemnify it for such increased cost or reduced amount.  If Harris makes such a claim for
compensation, it shall provide to the Borrower a certificate setting forth the
computation of the increased cost or reduced amount as a result of any event
mentioned herein in reasonable detail and such certificate shall be conclusive
if reasonably determined.



Section 2.8. Change
in Capital Adequacy Requirements.If Harris shall determine that the adoption
after the date hereof of any applicable law, rule, or regulation regarding
capital adequacy, or any change in any existing law, rule, or regulation, or
any change in the interpretation or administration thereof by any governmental
authority, central bank, or comparable agency charged with the interpretation
or administration thereof, or compliance by Harris (or any of its branches)
with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank, or comparable agency,
has or would have the effect of reducing the rate of return on Harriss capital
as a consequence of its obligations hereunder or for the credit which is the
subject matter hereof to a level below that which Harris could have achieved
but for such adoption, change, or compliance (taking into consideration
Harriss policies with respect to liquidity and capital adequacy) by an amount
deemed by Harris to be material, then from time to time, within 15 days
after demand by Harris, the Borrower shall pay to Harris such additional amount
or amounts reasonably determined by Harris as will compensate Harris for such
reduction.

Section 2.9. Funding
Indemnity.  (a) In the
event Harris shall incur any loss, cost, or expense (including, without
limitation, any loss, cost, or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired
by Harris to fund or maintain any LIBOR Portion or the relending or reinvesting
of such deposits or other funds or amounts paid or prepaid to Harris) as a
result of:

(i)       any
payment of a LIBOR Portion on a date other than the last day of the then
applicable Interest Period for any reason, whether before or after default, and
whether or not such payment is required by any provision of this Agreement; or(ii)      any
failure by the Borrower to create, borrow, continue, or effect by conversion a
LIBOR Portion on the date specified in a notice given pursuant to this
Agreement;then upon the demand of Harris, the Borrower
shall pay to Harris such amount as will reimburse Harris for such loss, cost,
or expense.

(b)      If Harris requests reimbursement or
payment under this Section, it shall provide to the Borrower a certificate
setting forth the computation of the loss, cost, expense, or funding indemnity
giving rise to the request for reimbursement and payment in reasonable detail
and such certificate shall be conclusive if reasonably determined.

Section 2.10. Lending Branch. Harris may, at its
option, elect to make, fund or maintain Portions of the Loans hereunder at such
of its branches or offices as Harris may from time to time elect.  To the extent reasonably possible, Harris shall
designate an alternate branch or funding office with respect to the LIBOR
Portions to reduce any liability of the Borrower to Harris under Section 2.7
hereof or to avoid the unavailability of an interest rate option under Section
2.6 hereof, so long as such designation is not otherwise disadvantageous to
Harris.

Section 2.11. Discretion of Bank as to Manner of Funding.  Notwithstanding any provision of this
Agreement to the contrary, Harris shall be entitled to fund and maintain its
funding of all or any part of the Note in any manner it sees fit, it being
understood, however, that for the purposes of this Agreement all determinations
hereunder (including, without limitation, determinations under Sections 2.6,
2.7, and 2.9 hereof) shall be made as if Harris had actually funded and
maintained each LIBOR Portion during each Interest Period applicable thereto
through the purchase of deposits in the relevant market in the amount of such
LIBOR Portion, having a maturity corresponding to such Interest Period, and
bearing an interest rate equal to the LIBOR for such Interest Period.

SECTION 3.         PREPAYMENTS, TERMINATIONS AND
APPLICATIONS.

Section 3.1. Voluntary
Prepayments.  So long as the
Borrower has not received a notice from the OCC with contrary instructions, the
Borrower shall have the privilege of prepaying the Loan in whole or in part
(but, if in part, then (i) if the Loan constitutes part of a Base Rate
Portion, in an amount not less than $50,000, (ii) if the Loan constitutes
part of a LIBOR Portion, in an amount not less than $1,000,000, and
(iii) in each case, in an amount such that the minimum amount required for
a Loan pursuant to Section 2.2 hereof remain outstanding) at any time upon
prior notice to Harris (such notice if received subsequent to 11:00 a.m.
(Chicago time) on a given day to be treated as though received at the opening
of business on the next Business Day) by paying to Harris the principal amount
to be prepaid and accrued interest thereon to the date of prepayment, and in
the case of any prepayment of a LIBOR Portion of the Loan, accrued interest
thereon to the date of prepayment plus any amounts due Harris under
Section 2.9 hereof.

Section 3.2. Place and
Application of Payments.  All
payments of principal, interest, fees, and all other Obligations payable under
the Loan Documents shall be made to Harris at its office at 111 West Monroe
Street, Chicago, Illinois (or at such other place as Harris may specify) no later
than 1:00 p.m. (Chicago time) on the date any such payment is due and
payable.  Payments received by Harris
after 1:00 p.m. (Chicago time) shall be deemed received as of the opening
of business on the next Business Day. 
All such payments shall be made in lawful money of the United States of
America, in immediately available funds at the place of payment, without set–off
or counterclaim and without reduction for, and free from, any and all present
or future taxes, levies, imposts, duties, fees, charges, deductions,
withholdings, restrictions, and conditions of any nature imposed by any
government or any political subdivision or taxing authority thereof (but
excluding any taxes imposed on or measured by the net income of Harris).  Unless the Borrower otherwise directs,
principal payments shall be applied first to the Base Rate Portion until
payment in full thereof, with any balance applied to the LIBOR Portions in the
order in which their Interest Periods expire. 
No amount repaid on the Term Note may be reborrowed.

Section 3.3. Notations.  The Loan made against the Note, the status
of all amounts evidenced by the Note as constituting part of the Base Rate
Portion or a LIBOR Portion, and, in the case of any LIBOR Portion, the rates of
interest and Interest Periods applicable to such Portions shall be recorded by
Harris on its books and records or, at its option in any instance, endorsed on
a schedule to the Note and the unpaid principal balance and status, rates and
Interest Periods so recorded or endorsed by Harris shall be prima facie
evidence in any court or other proceeding brought to enforce the Note of the
principal amount remaining unpaid thereon, the status of the Loan evidenced
thereby and the interest rates and Interest Periods applicable thereto; provided
that the failure of Harris to record any of the foregoing shall not limit or
otherwise affect the obligation of the Borrower to repay the principal amount
of the Note together with accrued interest thereon.  Prior to any negotiation of the Note, Harris shall record on a
schedule thereto the status of all amounts evidenced thereby as constituting
part of the Base Rate Portion or a LIBOR Portion and, in the case of any LIBOR
Portion, the rates of interest and the Interest Periods applicable thereto.

SECTION 4.         DEFINITIONS; INTERPRETATION.

Section 4.1. Definitions.  The following terms when used herein shall
have the following meanings:

Adjusted
LIBOR means
a rate per annum determined by Harris in accordance with the following formula:

Adjusted LIBOR =
  LIBOR100%-Reserve PercentageReserve Percentage means, for the purpose of computing
Adjusted LIBOR, the maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental or other special
reserves) imposed by the Board of Governors of the Federal Reserve System (or
any successor) under Regulation D on Eurocurrency liabilities (as such term is
defined in Regulation D) for the applicable Interest Period as of the first day
of such Interest Period, but subject to any amendments to such reserve
requirement by such Board or its successor, and taking into account any
transitional adjustments thereto becoming effective during such Interest
Period.  For purposes of this
definition, LIBOR Portions shall be deemed to be Eurocurrency liabilities as
defined in Regulation D without benefit of or credit for prorations, exemptions
or offsets under Regulation D.  LIBOR means, for each Interest Period,
(a) the LIBOR Index Rate for such Interest Period, if such rate is
available, and (b) if the LIBOR Index Rate cannot be determined, the
arithmetic average of the rates of interest per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) at which deposits in U.S. Dollars
in immediately available funds are offered to Harris at 11:00 a.m.
(London, England time) 2 Business Days before the beginning of such Interest
Period by 3 or more major banks in the interbank eurodollar market selected by
Harris for a period equal to such Interest Period and in an amount equal or
comparable to the applicable LIBOR Portion scheduled to be outstanding from
Harris during such Interest Period.  LIBOR Index
Rate means, for any
Interest Period, the rate per annum (rounded upwards, if necessary, to the next
higher one hundred-thousandth of a percentage point) for deposits in
U.S. Dollars for a period equal to such Interest Period which appears on
the Telerate Page 3750 as of 11:00 a.m. (London, England time) on the
date 2 Business Days before the commencement of such Interest Period.  Telerate Page 3750 means the display designated as
Page 3750 on the Dow Jones Telerate Service (or such other page as may
replace Page 3750 on that service or such other service as may be
nominated by the British Bankers Association as the information vendor for the
purpose of displaying British Bankers Association Interest Settlement Rates
for U.S. Dollar deposits).  Each
determination of LIBOR made by Harris shall be conclusive and binding absent
manifest error.

Affiliate means any Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
another Person.  A Person shall be
deemed to control another Person for the purposes of this definition if such
Person possesses, directly or indirectly, the power to direct, or cause the
direction of, the management and policies of the other Person, whether through
the ownership of voting securities, common directors, trustees or officers, by
contract or otherwise; provided that, in any event for purposes of this
definition, any Person that owns, directly or indirectly, 5% or more of the
securities having the ordinary voting power for the election of directors or
governing body of a corporation or 5% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.

Agreement means this Credit Agreement re:
Subordinated Term Note, as the same may be amended, modified, or restated from
time to time in accordance with the terms hereof.

Authorized Representative means those persons shown on the list of
officers provided by the Borrower pursuant to Section 6(d)(v) hereof or on
any update of any such list provided by the Borrower to Harris, or any further
or different officer of the Borrower so named by any Authorized Representative
of the Borrower in a written notice to Harris.

Bank is defined in the introductory paragraph
hereof.

Base
Rate means,
for any day, the greater of (a) the rate of interest announced by Harris
from time to time as its prime commercial rate, as in effect on such day (it
being understood and agreed that such rate may not be Harriss best or lowest
rate), and (b) the sum of (i) the rate determined by Harris to be the
average (rounded upwards, if necessary, to the next higher 1/100 of 1%) of the
rates per annum quoted to Harris at approximately 10:00 a.m. (Chicago
time) (or as soon thereafter as is practicable) on such day (or, if such day is
not a Business Day, on the immediately preceding Business Day) by two or more
Federal funds brokers selected by Harris for the sale to Harris at face value
of Federal funds in an amount equal or comparable to the principal amount owed
to Harris for which such rate is being determined, plus (ii) 3/8 of 1%.

Base
Rate Portionis
defined in Section 2.1(a) hereof.

Borrower is defined in the introductory paragraph
hereof.

Business
Daymeans
any day other than a Saturday or Sunday on which Harris is not authorized or
required to close in Chicago, Illinois and, when used with respect to LIBOR
Portions, a day on which Harris is also dealing in United States Dollar
deposits in London, England.

Default means any event or condition the occurrence
of which would, with the passage of time or the giving of notice, or both,
constitute an Event of Default.

Event
of Default
means any event or condition identified as such in Section 8.1 hereof.

FDIC means the Federal Deposit Insurance
Corporation.

GAAP means generally accepted accounting
principles set forth from time to time in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and
authority within the U.S. accounting profession), which are applicable to the
circumstances as of the date of determination.

Indebtedness for Borrowed Money means for any Person (without duplication)
(a) all indebtedness of such Person for borrowed money, whether current or
funded, or secured or unsecured, (b) all indebtedness for the deferred
purchase price of Property or services, (c) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to Property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of a default
are limited to repossession or sale of such Property), (d) all
indebtedness secured by a purchase money mortgage or other lien to secure all
or part of the purchase price of Property subject to such mortgage or lien,
(e) all obligations under leases which shall have been or must be, in
accordance with GAAP, recorded as capital leases in respect of which such
Person is liable as lessee, (f) any liability in respect of bankers
acceptances or letters of credit, (g) any indebtedness, whether or not
assumed, secured by liens on Property acquired by such Person at the time of
acquisition thereof, and (h) all indebtedness referred to in
clause (a), (b), (c), (d), (e), (f), and (g) above which is directly or
indirectly guaranteed by such Person or which such Person has agreed
(contingently or otherwise) to purchase or otherwise acquire or in respect of
which any of them have otherwise assured a creditor against loss.

Interest
Periodmeans,
with respect to any LIBOR Portion, the period commencing on, as the case may
be, the creation, continuation or conversion date with respect to such LIBOR
Portion and ending 1, 2 or 3 months thereafter as selected by the Borrower in
its notice as provided herein; provided that all of the foregoing provisions
relating to Interest Periods are subject to the following:

(i)       if
any Interest Period would otherwise end on a day which is not a Business Day,
that Interest Period shall be extended to the next succeeding Business Day,
unless in the case of an Interest Period for a LIBOR Portion the result of such
extension would be to carry such Interest Period into another calendar month in
which event such Interest Period shall end on the immediately preceding
Business Day;(ii)noInterest
Period may extend beyond the final maturity date of the Note;(iii)     the
interest rate to be applicable to each Portion for each Interest Period shall
apply from and including the first day of such Interest Period to but excluding
the last day thereof; and(iv)     no
Interest Period may be selected if after giving effect thereto the Borrower will
be unable to make a principal payment scheduled to be made during such Interest
Period without paying part of a LIBOR Portion on a date other than the last day
of the Interest Period applicable thereto.For purposes of determining an Interest
Period, a month means a period starting on one day in a calendar month and
ending on a numerically corresponding day in the next calendar month,provided, however, if an Interest Period
begins on the last day of a month or if there is no numerically corresponding day
in the month in which an Interest Period is to end, then such Interest Period
shall end on the last Business Day of such month.

LIBOR Portions is defined in Section 2.1(a) hereof.

Loan
Documentsmeans
this Agreement, the Note, and each other instrument or document to be delivered
hereunder or thereunder or otherwise in connection therewith.

Material
Adverse Effectmeans
(a) a material adverse change in, or material adverse effect upon, the
operations, business, Property, condition (financial or otherwise) or prospects
of the Borrower, (b) a material impairment of the ability of the Borrower
to perform its obligations under any Loan Document, or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower of any Loan Document or the rights and remedies of Harris
thereunder.

Notemeans the
Term Note.

Obligations means all obligations of the Borrower to
pay principal and interest on the Term Loan, all fees and charges payable
hereunder, and all other payment obligations of the Borrower arising under or
in relation to any Loan Document, in each case whether now existing or
hereafter arising, due or to become due, direct or indirect, absolute or
contingent, and howsoever evidenced, held, or acquired.

OCC
means the office of the Comptroller of the Currency.

Parent means Community First Bankshares, Inc., a
Delaware corporation.

Personmeans an
individual, partnership, corporation, limited liability company, association,
trust, unincorporated organization, or any other entity or organization,
including a government or agency or political subdivision thereof.

Portion is defined in Section 2.1(a) hereof.

Property means any interest in any kind of property
or asset, whether real, personal or mixed, or tangible or intangible.

Term
Loan is
defined in Section 1.1 hereof.

Term
Loan Final Maturity Date is defined in Section 1.1 hereof.

Term
Note is
defined in Section 1.1 hereof.

Unpermitted
Change of Control means any merger or consolidation to which the Borrower is a party
where (a) such merger or consolidation was not at the direction of the
OCC, and (b) the surviving entity (i) is not a bank which is subject
to FDIC supervision, (ii) has not assumed the obligations and liabilities
of the Borrower hereunder or (iii) will be in default under this
Agreement.

Section 4.2. Interpretation.  The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined.  The words hereof, herein, and hereunder
and words of like import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement.  All references to time of
day herein are references to Chicago, Illinois time unless otherwise
specifically provided.

SECTION 5.         REPRESENTATIONS AND WARRANTIES.

The
Borrower represents and warrants to Harris as follows:

Section 5.1. Organization
and Qualification.  The
Borrower is duly organized, validly existing, and in good standing as a national
banking association under the laws of the United States of America, has full
and adequate power to own its Property and conduct its business as now
conducted, and is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business conducted by it or the nature
of the Property owned or leased by it requires such licensing or qualifying
where the failure to do so could reasonably be expected to have a Material
Adverse Effect; provided that the
foregoing shall not prohibit the Borrower from changing its form of
organization.

Section 5.2. Authority and
Validity of Obligations.  The
Borrower has full right and authority to enter into this Agreement and the
other Loan Documents, to make the borrowings herein provided for, to issue its
Note in evidence thereof, and to perform all of its obligations hereunder and
under the other Loan Documents.  The
Loan Documents delivered by the Borrower have been duly authorized, executed,
and delivered by the Borrower and constitute valid and binding obligations of
the Borrower enforceable in accordance with their terms except as
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
or similar laws affecting creditors rights generally and general principles of
equity (regardless of whether the application of such principles is considered
in a proceeding in equity or at law); and this Agreement and the other Loan
Documents do not, nor does the performance or observance by the Borrower of any
of the matters and things herein or therein provided for, (a) contravene or
constitute a default under any provision of law or any judgment, injunction,
order or decree binding upon the Borrower or any provision of the articles of
association or by-laws of the Borrower or any covenant, indenture or agreement
of or affecting the Borrower or any of its Property, or (b) result in the
creation or imposition of any Lien on any Property of the Borrower.

Section 5.3. Use of
Proceeds.  The Borrower shall
use the entire proceeds of the Loan to increase its capital funds.

Section 5.4. Financial
Reports.  The statements of
condition of the Borrower as at December 31 of each of the years 1997
through 1999, both inclusive, and of earnings of the Borrower for the fiscal
years ended December 31 of each of the years 1997 through 1999, both
inclusive heretofore furnished to Harris, are complete and correct and have
been prepared in conformity with the accounting principles applicable to
banks.  Such financial statements fairly
present the financial condition of the Borrower as at the respective dates
thereof and the statements of earnings fairly present the results of the
operations of the Borrower for the respective periods covered thereby.

Section 5.5.No Material
Adverse Change.  Since September 30,
2000, there has been no change in the condition (financial or otherwise) or
business prospects of the Borrower except those occurring in the ordinary
course of business, none of which individually or in the aggregate have been
materially adverse.

Section 5.6. Full
Disclosure.  The statements
and information furnished to Harris in connection with the negotiation of this
Agreement and the other Loan Documents and the commitment by Harris to provide
all or part of the financing contemplated hereby do not contain any untrue
statements of a material fact or omit a material fact necessary to make the
material statements contained herein or therein not misleading, Harris
acknowledging that, as to any projections furnished to Harris, the Borrower
only represents that the same were prepared on the basis of information and
estimates the Borrower believed to be reasonable.

Section 5.7. Governmental
Authority and Licensing.  The
Borrower has received all licenses, permits, and approvals of all federal,
state, local, and foreign governmental authorities, if any, necessary to
conduct their businesses, in each case where the failure to obtain or maintain
the same could reasonably be expected to have a Material Adverse Effect.  No investigation or proceeding which, if
adversely determined, could reasonably be expected to result in revocation or
denial of any material license, permit or approval is pending or, to the
knowledge of the Borrower, threatened. 
The Borrower has not received any notice from the OCC which would
prevent the Borrower from prepaying the Note or paying the Note at maturity.

Section 5.8. Approvals.  No authorization, consent, license, or
exemption from, or filing or registration with, any court or governmental
department, agency, or instrumentality, nor any approval or consent of any
other Person, is or will be necessary to the valid execution, delivery, or
performance by the Borrower of any Loan Document, except for such approvals
which have been obtained prior to the date of this Agreement and remain in full
force and effect.

Section 5.9. Affiliate
Transactions.  The Borrower
is not a party to any contracts or agreements with any of its Affiliates on
terms and conditions which are less favorable to the Borrower than would be
usual and customary in similar contracts or agreements between Persons not
affiliated with each other.

Section 5.10.  Compliance
with Laws.  The Borrower is
in compliance with the requirements of all federal, state and local laws, rules
and regulations applicable to or pertaining to their Property or business
operations (including, without limitation, the Occupational Safety and Health
Act of 1970, the Americans with Disabilities Act of 1990, and laws and
regulations establishing quality criteria and standards for air, water, land
and toxic or hazardous wastes and substances), non-compliance with which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.  The Borrower
has not received notice to the effect that its operations are not in compliance
with any of the requirements of applicable federal, state or local
environmental, health and safety statutes and regulations or are the subject of
any governmental investigation evaluating whether any remedial action is needed
to respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.11Other
Agreements.  The Borrower is
not in default under the terms of any covenant, indenture or agreement of or
affecting the Borrower or any of its Property, which default if uncured could
reasonably be expected to have a Material Adverse Effect.

Section 5.12.No Default.  No Default or Event of Default has occurred
and is continuing.

SECTION 6.         CONDITIONS PRECEDENT.

The
obligation of Harris to make the Loan under this Agreement is subject to the
following conditions precedent:

(a)      each
of the representations and warranties set forth in Section 5 hereof and in
the other Loan Documents shall be true and correct as of such time, except to
the extent the same expressly relate to an earlier date;(b)      the
Borrower shall be in compliance with the terms and conditions of the Loan
Documents, and no Default or Event of Default shall have occurred and be
continuing or would occur as a result of making such extension of credit;(c)      such
extension of credit shall not violate any order, judgment, or decree of any
court or other authority or any provision of law or regulation applicable to
Harris (including, without limitation, Regulation U of the Board of
Governors of the Federal Reserve System) as then in effect.(d)      Harris
shall have received the following (and, with respect to all documents, each to
be properly executed and completed) and the same shall have been approved as to
form and substance by Harris:(i)       the
Note;(ii)      copies
(executed or certified as may be appropriate) of resolutions of the Board of
Directors or other governing body of the Borrower authorizing the execution,
delivery, and performance of the Loan Documents;(iii)     articles
of association of the Borrower certified by the appropriate governmental office
of the state of its organization;(iv)     by–laws
for the Borrower certified by an appropriate officer of such Person acceptable
to Harris;(v)      an incumbency certificate containing the
name, title and genuine signature of the Borrowers Authorized Representatives;(vi)     a
good standing certificate for the Borrower dated as of a date no earlier than
30 days prior to the date hereof, from the appropriate governmental offices;(e)      Harris
shall have received the initial fees provided for in a fee letter between the
Borrower and Harris;(f)       legal
matters incident to the execution and delivery of the Loan Documents and to the
transactions contemplated hereby shall be satisfactory to Harris and its
counsel; and Harris shall have received the favorable written opinion of
counsel for the Borrower in form and substance satisfactory to Harris and its
counsel;(g)      Harris
shall have received satisfactory evidence that its obligations to extend credit
to or for the benefit of the Parent have terminated; and(h)      Harris
shall have received such other agreements, instruments, documents, certificates
and opinions as Harris may reasonably request.SECTION 7.         COVENANTS.

The
Borrower agrees that, so long as any credit is available to or in use by the
Borrower hereunder, except to the extent compliance in any case or cases is
waived in writing by Harris:

Section 7.1. Maintenance of
Business.  The Borrower shall
preserve and maintain its existence as a bank the deposits of which are insured
by the FDIC.

Section 7.2.Financial
Reports.  The Borrower shall,
and shall cause the Parent to, furnish to Harris and its duly authorized
representatives such information respecting the business and financial
condition of the Borrower as Harris may reasonably request; provided however, that in no event shall
the Borrower be required to disclose any confidential correspondence or reports
of supervisory activity; and without any request, shall furnish to Harris:

(a)      as
soon as available, and in any event within 60 days after the last day of each
calendar quarter, a copy of the FDIC Call Reports for the Borrower and each
bank subsidiary of the Borrower.(b)      as soon as publicly available, and in any
event within 90 days after the close of each fiscal year of the Parent, a copy
of the consolidated  and consolidating
balance sheet of the Parent and its subsidiaries as of the close of such period
and the consolidated and consolidating statements of income, retained earnings,
and cash flows of the Parent and its subsidiaries for such period, and
accompanying notes thereto, each in reasonable detail showing in comparative
form the figures for the previous fiscal year, accompanied by an unqualified
opinion thereon or a firm of independent public accountants of recognized
national standing, selected by the Parent and satisfactory to Harris, to the
effect that the financial statements have been prepared in accordance with GAAP
and present fairly in accordance with GAAP the consolidated financial condition
of the Parent and its subsidiaries as of the close of such fiscal year and the
results of their operations and cash flows for the fiscal year then ended and
that an examination of such accounts in connection with such financial
statements has been made in accordance with generally accepted auditing
standards and, accordingly, such examination included such tests of the
accounting records and such other auditing procedures as were considered
necessary in the circumstances;(c)      promptly
after knowledge thereof shall have come to the attention of any responsible
officer of the Borrower, written notice of any notice received by the Borrower
which would prevent the Borrower from making prepayments on the Note or
otherwise affect the Borrowers ability to fulfill its Obligations hereunder or
of any threatened or pending litigation or governmental proceeding or labor controversy
against the Borrower which, if adversely determined, would adversely effect the
financial condition, Properties, business or operations of the Borrower or of
the occurrence of any Default or Event of Default hereunder; and(d)      as
soon as available, and in any event within 60 days after the last day of each
calendar quarter the Borrower shall deliver to Harris a written certificate in
the form attached hereto as Exhibit B signed by the chief financial
officer of the Borrower, or such other officer of the Borrower satisfactory to
Harris, to the effect that to the best of such officers knowledge and belief
no Default or Event of Default has occurred during the period covered by such
statements or, if any such Default or Event of Default has occurred during such
period, setting forth a description of such Default or Event of Default and
specifying the action, if any, taken by the Borrower to remedy the same.Section 7.3. Inspection.  The Borrower shall, and shall cause each
Subsidiary to, permit Harris and its duly authorized representatives and agents
to visit and inspect any of the Properties, corporate books and financial
records of the Borrower and each Subsidiary, to examine and make copies of the
books of accounts and other financial records of the Borrower and each
Subsidiary, and to discuss the affairs, finances and accounts of the Borrower
and each Subsidiary with, and to be advised as to the same by, its officers,
employees, and independent public accountants (and by this provision the Borrower
hereby authorizes such accountants to discuss with Harris the finances and
affairs of the Borrower and of each Subsidiary) at such reasonable times and
reasonable intervals as Harris may designate; provided
however, that in no event shall the Borrower be required to disclose
any confidential correspondence or reports of supervisory activity.

Section 7.4.Compliance with
Laws.  The Borrower shall,
and shall cause each Subsidiary to, comply in all respects with the
requirements of all federal, state, local, and foreign laws, rules,
regulations, ordinances and orders applicable to or pertaining to its Property
or business operations, where any such non–compliance, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect
or result in a Lien upon any of its Property.

Section 7.5. Burdensome
Contracts With Affiliates. 
The Borrower shall not enter into any contract, agreement or business
arrangement (including, without limitation, contracts for the sale of any
Property) with any of its Affiliates on terms and conditions which are less
favorable to the Borrower or such Subsidiary than would be usual and customary
in similar contracts, agreements or business arrangements between Persons not
affiliated with each other.

Section 7.6. No Changes in
Fiscal Year.  The Borrower
shall not change its fiscal year from its present basis.

SECTION 8.         EVENTS OF DEFAULT AND REMEDIES.

Section 8.1. Events of
Default.  Any one or more of
the following shall constitute an Event of Default hereunder:

(a)      default
for a period of 15 days in the payment when due of all or any part of any
Obligation payable by the Borrower hereunder or under any other Loan Document
(whether at the stated maturity thereof or at any other time provided for in this
Agreement), or default for a period of 15 days shall occur in the payment when
due of any other indebtedness or obligation (whether direct, contingent or
otherwise) of the Borrower owing to Harris; or(b)      default
in the observance or performance of any other provision hereof which is not
remedied within 30 days after the earlier of (i) the date on which such
failure shall first become known to any officer of the Borrower or
(ii) written notice thereof is given to the Borrower by Harris; or(c)      any
representation or warranty made by the Borrower herein or in any statement or
certificate furnished by it pursuant hereto or in connection with any extension
of credit made hereunder, proves untrue in any material respect as of the date
of the issuance or making thereof and shall not be made good within 30 days
after the earlier of (i) the date on which such breach shall first become known
to any officer of the Borrower or (ii) written notice thereof is given to the
Borrower by Harris; or(d)      default
shall occur under any Indebtedness for Borrowed Money issued, assumed or
guaranteed by the Borrower aggregating more than the greater of (i) 5% of
the Borrowers capital or (ii) $250,000, or under any indenture, agreement
or other instrument under which the same may be issued, and such default shall
continue for a period of time sufficient to permit the acceleration of the
maturity of any such Indebtedness for Borrowed Money (whether or not such
maturity is in fact accelerated), or any such Indebtedness for Borrowed Money
shall not be paid when due (whether by lapse of time, acceleration or
otherwise); or(e)      any judgment or judgments, writ or writs,
or warrant or warrants of attachment, or any similar process or processes in an
aggregate amount in excess of the greater of (i) 5% of the Borrowers
capital or (ii) $250,000, shall be entered or filed against the Borrower
or against any of their Property and which remains unvacated, unbonded,
unstayed or unsatisfied for a period of 30 days; or(f)       dissolution
or termination of the existence of the Borrower or an Unpermitted Change of
Control shall occur; or(g)      the
Borrower shall (i) make an assignment for the benefit of its creditors,
(ii) admit in writing its inability to pay its debts generally as they
become due, (iii) file a petition to take advantage of any applicable
insolvency or reorganization statute, (iv) suspend payment of its
obligations, (v) become insolvent, (vi) consent to the appointment of
any receiver, conservator, liquidating agent or committee or governmental
authority in any insolvency, readjustment of debt, marshalling of assets or
liabilities or similar proceedings of or relating to it or of or relating to
all or any substantial part of its property, or (vii) take any corporate
action for the purpose of effecting any of the foregoing; or(h)      an
order, judgment or decree of any court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets or liabilities or similar proceedings of or relating to the Borrower or
of or relating to all or any substantial part of its property, or the
winding-up or liquidation of its affairs, shall have been entered without the consent
of the Borrower, and such decree or order shall have remained in force
undischarged or unstayed for a period of 30 days from the date of entry
thereof.Section 8.2. Non-Bankruptcy
Defaults.  When any Event of
Default described in subsection (a) through (f), both inclusive, of
Section 8.1 has occurred and is continuing, Harris may, by notice to the
Borrower, take one or more of the following actions:

(a)      terminate
the obligation of Harris to extend any further credit hereunder on the date
(which may be the date thereof) stated in such notice;(b)      declare
the principal of and the accrued interest on the Note to be forthwith due and
payable and thereupon the Note, including both principal and interest and all
fees, charges and other Obligations payable hereunder and under the other Loan
Documents, shall be and become immediately due and payable without further
demand, presentment, protest or notice of any kind; and(c)      enforce
any and all rights and remedies available to it under the Loan Documents or applicable
law.Section 8.3. Bankruptcy
Defaults.  When any Event of
Default described in subsection (g) or (h) of Section 8.1 has
occurred and is continuing, then the Note, including both principal and
interest, and all fees, charges and other Obligations payable hereunder and
under the other Loan Documents, shall immediately become due and payable
without presentment, demand, protest or notice of any kind, and the obligation
of Harris to extend further credit pursuant to any of the terms hereof shall immediately
terminate.  In addition, Harris may
exercise any and all remedies available to it under the Loan Documents or
applicable law.

SECTION 9.         MISCELLANEOUS.

Section 9.1. Non-Business
Day.  If any payment
hereunder becomes due and payable on a day which is not a Business Day, the due
date of such payment shall be extended to the next succeeding Business Day on
which date such payment shall be due and payable.  In the case of any payment of principal falling due on a day
which is not a Business Day, interest on such principal amount shall continue
to accrue during such extension at the rate per annum then in effect, which
accrued amount shall be due and payable on the next scheduled date for the
payment of interest.

Section 9.2. No Waiver,
Cumulative Remedies.  No
delay or failure on the part of Harris or on the part of the holder of the
Obligations in the exercise of any power or right shall operate as a waiver
thereof or as an acquiescence in any default, nor shall any single or partial
exercise of any power or right preclude any other or further exercise thereof
or the exercise of any other power or right. 
The rights and remedies hereunder of Harris and of the holder of the
Obligations are cumulative to, and not exclusive of, any rights or remedies which
any of them would otherwise have.

Section 9.3. Amendments,
Etc.  No amendment,
modification, termination or waiver of any provision of this Agreement or of
any other Loan Document, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by Harris.  No notice to or
demand on the Borrower in any case shall entitle the Borrower to any other or
further notice or demand in similar or other circumstances.

Section 9.4. Costs and Expenses;
Indemnification.  The Borrower agrees to pay on demand the costs and expenses of
Harris in connection with the negotiation, preparation, execution and delivery
of this Agreement, the other Loan Documents and the other instruments and
documents to be delivered hereunder or thereunder, and in connection with the
transactions contemplated hereby or thereby, and in connection with any
consents hereunder or waivers or amendments hereto or thereto, including the
fees and expenses of counsel for Harris with respect to all of the foregoing
(whether or not the transactions contemplated hereby are consummated).  The Borrower further agrees to pay to Harris
or any other holder of the Obligations all costs and expenses (including court
costs and attorneys fees), if any, incurred or paid by Harris or any other
holder of the Obligations in connection with any Default or Event of Default or
in connection with the enforcement of this Agreement or any of the other Loan
Documents or any other instrument or document delivered hereunder or
thereunder.  The Borrower further agrees
to indemnify Harris, and any security trustee, and their respective directors,
officers and employees, against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without limitation, all
expenses of litigation or preparation therefor, whether or not the indemnified
Person is a party thereto) which any of them may pay or incur arising out of or
relating to any Loan Document or any of the transactions contemplated thereby
or the direct or indirect application or proposed application of the proceeds
of any extension of credit made available hereunder, other than those which
arise from the gross negligence or willful misconduct of the party claiming
indemnification.  The Borrower, upon
demand by Harris at any time, shall reimburse Harris for any legal or other
expenses incurred in connection with investigating or defending against any of
the foregoing except if the same is directly due to the gross negligence or
willful misconduct of the party to be indemnified.  The obligations of the Borrower under this Section shall survive
the termination of this Agreement.

Section 9.5.Documentary
Taxes.  The Borrower agrees
to pay on demand any documentary, stamp or similar taxes payable in respect of
this Agreement or any other Loan Document, including interest and penalties, in
the event any such taxes are assessed, irrespective of when such assessment is made
and whether or not any credit is then in use or available hereunder.

Section 9.6.Survival of
Representations.  All
representations and warranties made herein or in any of the other Loan
Documents or in certificates given pursuant hereto or thereto shall survive the
execution and delivery of this Agreement and the other Loan Documents, and
shall continue in full force and effect with respect to the date as of which
they were made as long as any credit is in use or available hereunder.

Section 9.7. Survival of
Indemnities.  All indemnities
and other provisions relative to reimbursement to Harris of amounts sufficient
to protect the yield of Harris with respect to the Loans, including, but not
limited to, Sections 2.7 and 2.9 hereof, shall survive the termination of
this Agreement and the payment of the Note.

Section 9.8. Notices.  Except as otherwise specified herein, all
notices hereunder shall be in writing (including, without limitation, notice by
telecopy) and shall be given to the relevant party at its address or telecopier
number set forth below, or such other address or telecopier number as such
party may hereafter specify by notice to the other given by United States
certified or registered mail, by telecopy or by other telecommunication device capable
of creating a written record of such notice and its receipt.  Notices hereunder shall be addressed:

to the Borrower at:
  
  to Harris at:Community First National Bank
  
  Harris Trust and Savings Bank520 Main Avenue
  
  111 West Monroe StreetFargo, North Dakota 58124
  
  Chicago, Illinois  60603Attention:      Thomas R.
  Anderson
  
  Attention:      David J.
  KonradTelephone:    (701) 298-5623
  
  Telephone:   (312) 461-71123Telecopy:      (701) 235-6019
  
  Telecopy:     (312) 765-8253

Each
such notice, request or other communication shall be effective (i) if
given by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received
by the sender, (ii) if given by mail, five (5) days after such
communication is deposited in the mail, certified or registered with return
receipt requested, addressed as aforesaid or (iii) if given by any other
means, when delivered at the addresses specified in this Section; provided that
any notice given pursuant to Section 1 or Section 2 hereof shall be
effective only upon receipt.

Section 9.9. Construction.  NOTHING CONTAINED HEREIN SHALL BE DEEMED OR
CONSTRUED TO PERMIT ANY ACT OR OMISSION WHICH IS PROHIBITED BY THE TERMS OF ANY
OF THE OTHER LOAN DOCUMENTS, THE COVENANTS AND AGREEMENTS CONTAINED HEREIN
BEING IN ADDITION TO AND NOT IN SUBSTITUTION FOR THE COVENANTS AND AGREEMENTS
CONTAINED IN THE OTHER LOAN DOCUMENTS.

Section 9.10.Headings.  Section headings used in this Agreement are for convenience of
reference only and are not a part of this Agreement for any other purpose.

Section 9.11.Severability of Provisions.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

Section 9.12.Counterparts.  This Agreement may be executed in any number
of counterparts, and by different parties hereto on separate counterpart
signature pages, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

Section 9.13.Binding Nature, Governing Law, Etc.  This Agreement shall be binding upon the
Borrower and its successors and assigns, and shall inure to the benefit of
Harris and the benefit of its successors and assigns, including any subsequent
holder of the Obligations.  The Borrower
may not assign its rights hereunder without the written consent of Harris.  This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and any
prior agreements, whether written or oral, with respect thereto are superseded
hereby.  THIS AGREEMENT AND THE RIGHTS
AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

Section 9.14.Submission to Jurisdiction; Waiver of Jury Trial.  The Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Northern
District of Illinois and of any Illinois State court sitting in the City of
Chicago for purposes of all legal proceedings arising out of or relating to
this Agreement, the other Loan Documents or the transactions contemplated
hereby or thereby.  The Borrower
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum.  THE BORROWER AND HARRIS EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

[SIGNATURE
PAGE TO FOLLOW]

Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract between us for the uses and purposes
hereinabove set forth.

Dated
as of this 22nd day of December, 2000.

COMMUNITY FIRST NATIONAL BANKByName  /s/  Thomas R. AndersonTitle  Investment OfficerAccepted
and agreed to at Chicago, Illinois, as of the day and year last above written.

HARRIS TRUST AND SAVINGS BANKByName  /s/  David J. KonradTitle  Vice PresidentEXHIBIT ATHIS OBLIGATION IS NOT A DEPOSIT AND IS NOT
INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION. 
THIS OBLIGATION IS 
SUBORDINATED TO THE CLAIMS OF DEPOSITORS, IS INELIGIBLE AS 
COLLATERAL FOR A LOAN BY THE BORROWER, AND IS NOT SECURED.

SUBORDINATED TERM NOTE

$25,000,000
  
  December 22, 2000FOR
VALUE RECEIVED, the undersigned, COMMUNITY FIRST NATIONAL BANK, a national banking association (the Borrower), hereby promises to pay to the
order of HARRIS TRUST AND SAVINGS BANK (Harris) at its office at 111 West
Monroe Street, Chicago, Illinois, the principal sum of TWENTY FIVE MILLION and
00/100 DOLLARS ($25,000,000), payable in principal installments in the amounts
and at the times set forth in Section 1.1 of the Credit Agreement
hereinafter mentioned, with all principal not sooner paid due and payable on
the Term Loan Final Maturity Date.

This
Note evidences the Term Loan made to the Borrower by Harris under that certain
Credit Agreement re: Subordinated Term Note dated as of December 22nd, 2000,
between the Borrower and Harris (said Credit Agreement, as the same may be
amended, modified or restated from time to time, being referred to herein as
theCredit Agreement), and the
Borrower hereby promises to pay interest at the office described above on the
Term Loan evidenced hereby at the rates and at the times and in the manner
specified therefor in the Credit Agreement.

This
Note is issued by the Borrower under the terms and provisions of the Credit
Agreement, and this Note and the holder hereof are entitled to all of the
benefits provided for thereby or referred to therein, to which reference is
hereby made for a statement thereof. 
This Note may be declared to be, or be and become, due prior to its
expressed maturity, voluntary prepayments may be made hereon subject to the
conditions of the Credit Agreement, all in the events, on the terms and with
the effects provided in the Credit Agreement. 
All capitalized terms used herein without definition shall have the same
meanings herein as such terms are defined in the Credit Agreement.

The
Borrower hereby promises to pay all costs and expenses (including attorneys
fees) suffered or incurred by the holder hereof in collecting this Note or
enforcing any rights in any collateral therefor.  The Borrower hereby waives presentment for payment and
demand.  THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

The indebtedness of the Borrower evidenced by this Note, including the
principal and premium, if any, and interest shall be subordinate and junior in
right of payment to its obligations to its depositors, its obligations under
bankers acceptances and letters of credit, and its obligations to its other
creditors, including its obligations to the Federal Reserve Bank, Federal
Deposit Insurance Corporation (FDIC),
and any rights acquired by the FDIC as a result of loans made by the FDIC to
the Borrower or the purchase or guarantee of any of its assets by the FDIC
pursuant to the provisions of 12 USC 1823(c), (d) or (e), whether now
outstanding or hereafter incurred.  In
the event of any insolvency, receivership, conservatorship, reorganization,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings or any liquidation or winding up of or relating to the Borrower,
whether voluntary or involuntary, all such obligations shall be entitled to be
paid in full before any payment shall be made on account of the principal of,
or premium, if any, or interest, on the Note. 
In the event of any such proceedings, after payment in full of all sums
owing on such prior obligations, the holder of the Note together with any
obligations of the Borrower ranking on a parity with the Note, shall be
entitled to be paid from the remaining assets of the Borrower the unpaid
principal thereof and any unpaid premium, if any, and interest before any
payment or other distribution, whether in cash, property, or otherwise, shall
be made on account of any capital stock or any obligations of the Borrower
ranking junior to the Note.  Nothing
herein shall impair the obligation of the Borrower, which is absolute and
unconditional, to pay the principal of and any premium and interest on the note
according to its terms.

Notwithstanding
any other provisions of this Note, including specifically those set forth in
the sections relating to subordination, events of default and covenants of the
Borrower, it is expressly understood and agreed that the Office of the
Comptroller of the Currency (OCC)
or any receiver or conservator of the Borrower appointed by OCC shall have the
right in the performance of his legal duties, and as part of liquidation
designed to protect or further the continued existence of the Borrower or the
rights of any parties or agencies with an interest in, or claim against, the
Borrower or its assets, to transfer or direct the transfer of the obligations
of this Note to any bank or bank holding company selected by such official
which shall expressly assume the obligation of the due and punctual payment of
the unpaid principal, and interest and premium, if any, on this Note and the
due and punctual performance of all covenants and conditions; and the
completion of such transfer and assumption shall serve to supersede and void
any default, acceleration or subordination which may have occurred, or which
may occur due or related to such transaction, plan, transfer or assumption,
pursuant to the provisions of this Note, and shall serve to return the holder
to the same position, other than for substitution of the obligor, it would have
occupied had no default, acceleration or subordination occurred; except that
any interest and principal previously due, other than by reason of
acceleration, and not paid shall, in the absence of a contrary agreement by the
holder of this Note, be deemed to be immediately due and payable as of the date
of such transfer and assumption, together with the interest from its original
due date at the rate provided for herein.

COMMUNITY FIRST NATIONAL BANKByNameTitleEXHIBIT B

COMPLIANCE CERTIFICATE

To:     HARRIS
TRUST AND SAVINGS BANK

This
Compliance Certificate is furnished to Harris Trust and Savings Bank (Harris) pursuant to that certain Credit
Agreement re: Subordinated Term Note dated as of December ____, 2000,
between Community First National Bank and you (the Credit Agreement). 
Unless otherwise defined herein, the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Credit Agreement.

THE
UNDERSIGNED HEREBY CERTIFIES THAT:

1.       I
am the duly elected _____________________________________ of the Borrower;2.       I
have reviewed the terms of the Credit Agreement and I have made, or have caused
to be made under my supervision, a detailed review of the transactions and
conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;3.       The
examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or the occurrence of any event
which constitutes a Default or Event of Default during or at the end of the
accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth below;4.       The
financial statements required by Section 7.2 of the Credit Agreement and
being furnished to you concurrently with this certificate are, to the best of
my knowledge, true, correct and complete as of the dates and for the periods
covered thereby; and5.       The
Attachment hereto sets forth financial data and computations evidencing the
Borrowers compliance with certain covenants of the Credit Agreement, all of
which data and computations are, to the best of my knowledge, true, complete
and correct and have been made in accordance with the relevant Sections of the
Credit Agreement.Described
below are the exceptions, if any, to paragraph 3 by listing, in detail,
the nature of the condition or event, the period during which it has existed
and the action which the Borrower has taken, is taking, or proposes to take
with respect to each such condition or event:

______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

The
foregoing certifications, together with the computations set forth in the
Attachment hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this _________ day of
__________________, ___.

COMMUNITY FIRST NATIONAL BANKByNameTitle