Unassociated Document


    
      
        Exhibit 10.1

         

      

      
        PROMISSORY
NOTE

        


      

      
        	
                Principal

              	
                Loan
      Date

              	
                Maturity

              	
                Loan
      No

              	
                Call
      / Coll

              	
                Account

              	
                Officer

              	
                Initials

              
	
                $5,250,000.00

              	
                10-19-2006

              	
                03-01-2008

              	
                4190001

              	
                4A
      / 730

              	 
      	
                002

              	 
      
	
                
                  References
      in the shaded area are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
      item.

                

                
                  Any
      item above containing "***" has been omitted due to text length
      limitations.

                

              


      

      


      
        	
                Borrower:

              	
                Investors
      Mortgage Holdings, Inc. an Arizona corporation

                11333
      North Scottsdale Road Suite 160

                Scottsdale,
      AZ 85254

              	
                Lender:

              	
                THE
      BILTMORE BANK OF ARIZONA

                5055
      N. 32nd STREET

                PHOENIX,
      AZ  85018

              
	
                  

              	
                  

              	
                  

              	
                  

              


      

      


      
        	
                Principal
      Amount:   $5,250,000.00

              	
                Initial
      Rate:  9.750%

              	
                Date
      of Note:  March 1, 2007

              


      

      


      
        PROMISE
TO PAY. Investors Mortgage Holdings, Inc. an Arizona corporation ("Borrower")
promises to pay to THE BILTMORE BANK OF ARIZONA ("Lender"), or order, in lawful
money of the United States of America, the principal amount of Five Million Two
Hundred Fifty Thousand & 00/100 Dollars ($5,250,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance
of each advance.  Interest shall be calculated from the date of each
advance until repayment of each advance.

         

      

      
        PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on March 1, 2008. In addition. Borrower will pay regular
monthly payments of all accrued unpaid interest due as of each payment date,
beginning March 1, 2007, with all subsequent interest payments to be due on the
same day of each month after that. Unless otherwise agreed or required by
applicable law, payments will be applied first to any accrued unpaid interest;
then to principal; and then to any late charges. Interest on this Note is
computed on a 365/365 simple interest basis; that is, by applying the ratio of
the annual interest rate over the number of days in a year (366 during leap
years), multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding. Borrower will pay
Lender at Lender's address shown above or at such other place as Lender may
designate in writing.

         

      

      
        VARIABLE INTEREST RATE. The
interest rate on this Note is subject to change from time to time based on
changes in an independent index which is the Prime rate as published in the Wall
Street Journal (the "Index"). The Index is not necessarily the lowest rate
charged by Lender on its loans. If the Index becomes unavailable during the term
of this loan. Lender may designate a substitute index after notifying Borrower.
Lender will tell Borrower the current Index rate upon Borrower's request. The
interest rate change will not occur more often than each day. Borrower
understands that Lender may make loans based on other rates as well. The Index
currently is 8.250% per annum. The interest rate to be applied to the unpaid
principal balance during this Note will be at a rate of 1.500 percentage points
over the Index, resulting in an initial rate of 9.750% per annum. NOTICE: Under
no circumstances will the interest rate on this Note be more than the maximum
rate allowed by applicable law.

         

      

      
        EFFECTIVE RATE. Borrower
agrees to an effective rate of interest that is the rate specified in this Note
plus any additional rate resulting from any other charges in the nature of
interest paid or to be paid in connection with this Note.

         

      

      
        PREPAYMENT. Borrower agrees
that all loan fees and other prepaid finance charges are earned fully as of the
date of the loan and will not be subject to refund upon early payment (whether
voluntary or as a result of default), except as otherwise required by law.
Except for the foregoing. Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due. Early payments will not, unless agreed
to by Lender in writing, relieve Borrower of Borrower's obligation to continue
to make payments of accrued unpaid interest. Rather, early payments will reduce
the principal balance due. Borrower agrees not to send Lender payments marked
"paid in full", "without recourse", or similar language. If Borrower sends such
a payment, Lender may accept it without losing any of Lender's rights under this
Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: THE BILTMORE BANK OF ARIZONA, 5055 N. 32nd STREET PHOENIX,
AZ  85018.

         

      

      
        LATE
CHARGE. If a payment is 15 days or more late. Borrower will be charged 2.500% of
the unpaid portion of the regularly scheduled payment or $25.00, whichever is
greater.

         

      

      
        INTEREST AFTER DEFAULT. Upon
default, including failure to pay upon final maturity, the interest rate on this
Note shall be increased by adding a 3.000 percentage point margin ("Default Rate
Margin"). The Default Rate Margin shall also apply to each succeeding interest
rate change that would have applied had there been no default. However, in no
event will the interest rate exceed the maximum interest rate limitations under
applicable law.

         

      

      
        DEFAULT.  Each of
the following shall constitute an event of default ("Event of Default") under
this Note:

         

      

      
        Payment Default. Borrower
fails to make any payment when due under this Note.

         

        Other Defaults. Borrower fails
to comply with or to perform any other term, obligation, covenant or condition
contained in this Note or in any of the related documents or to comply with or
to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.

         

        False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or
on Borrower's behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.

         

        Insolvency. The dissolution or
termination of Borrower's existence as a going business, the insolvency of
Borrower, the appointment of a receiver for any part of Borrower's property, any
assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against Borrower.

         

        Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against
any collateral securing the loan. This includes a garnishment of any of
Borrower's accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as
to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies or a
surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the
dispute.

         

        Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the
indebtedness or any Guarantor dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note. In the event of a death. Lender, at its option, may, but
shall not be required to, permit the Guarantor's estate to assume
unconditionally the obligations arising under the guaranty in a manner
satisfactory to Lender, and, in doing so, cure any Event of
Default.

      

      
        

          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      
        PROMISSORY
NOTE

      

      
        	
                Loan
      No: 4190001

              	
                (Continued)

              	
                Page
      2

              
	
                  

              	
                  

              	
                  

              


      

      


      
        Change In Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of
Borrower.

         

        Adverse Change. A material
adverse change occurs in Borrower's financial condition, or Lender believes the
prospect of payment or performance of this Note is impaired.

         

        Cure Provisions. If any
default, other than a default in payment is curable and if Borrower has not been
given a notice of a breach of the same provision of this Note within the
preceding twelve (12) months, it may be cured if Borrower, after receiving
written notice from Lender demanding cure of such default: (1) cures the default
within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.

      

       

      LENDER'S RIGHTS. Upon default,
Lender may declare the entire unpaid principal balance under this Note and all
accrued unpaid interest immediately due, and then Borrower will pay that
amount.

       

      
        ATTORNEYS' FEES; EXPENSES.
Lender may hire or pay someone else to help collect this Note if Borrower does
not pay. Borrower will pay Lender that amount. This includes, subject to any
limits under applicable law. Lender's attorneys' fees and Lender's legal
expenses, whether or not there is a lawsuit, including attorneys' fees, expenses
for bankruptcy proceedings {including efforts to modify or vacate any automatic
stay or injunction), and appeals. However, Borrower will only pay attorneys'
fees of an attorney not Lender's salaried employee, to whom the matter is
referred after Borrower's default. If not prohibited by applicable law, Borrower
also will pay any court costs, in addition to all other sums provided by
law.

         

      

      
        JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

         

      

      
        GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of Arizona without
regard to its conflicts of law provisions. This Note has been accepted by Lender
in the State of Arizona.

         

      

      
        CHOICE OF VENUE. If there is a
lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of
the courts of Maricopa County, State of Arizona.

         

      

      
        DISHONORED ITEM FEE. Borrower
will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's
loan and the check or preauthorized charge with which Borrower pays is later
dishonored.

         

      

      
        RIGHT OF SETOFF. To the extent
permitted by applicable law. Lender reserves a right of setoff in all Borrower's
accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh
accounts, or any trust accounts for which setoff would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the debt against any and all such accounts, and, at
Lender's option, to administratively freeze all such accounts to allow Lender to
protect Lender's charge and setoff rights provided in this
paragraph.

         

      

      
        COLLATERAL.  Borrower
acknowledges this Note is secured by Assignment of specific Deeds of Trust on
Commercial Properties.

         

      

      
        LINE OF CREDIT. This Note
evidences a revolving line of credit. Advances under this Note may be requested
orally by Borrower or as provided in this paragraph. All oral requests shall be
confirmed in writing on the day of the request. All communications,
instructions, or directions by telephone or otherwise to Lender are to be
directed to Lender's office shown above. The following person currently is
authorized to request advances and authorize payments under the line of credit
until Lender receives from Borrower, at Lender's address shown above, written
notice of revocation of his or her authority: Shane C. Albers, Chief Executive
Officer of Investors Mortgage Holdings, Inc. an Arizona corporation. Borrower
agrees to be liable for all sums either: (A) advanced in accordance with the
instructions of an authorized person or (B) credited to any of Borrower's
accounts with Lender. The unpaid principal balance owing on this Note at any
time may be evidenced by endorsements on this Note or by Lender's internal
records, including daily computer print-outs. Lender will have no obligation to
advance funds under this Note if: (A) Borrower or any guarantor is in default
under the terms of this Note or any agreement that Borrower or any guarantor has
with Lender, including any agreement made in connection with the signing of this
Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C)
any guarantor seeks, claims or otherwise attempts to limit, modify or revoke
such guarantor's guarantee of this Note or any other loan with Lender; or
(D)  Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender.

         

      

      
        ARBITRATION.
Borrower and Lender agree that all disputes, claims and controversies between
them whether individual, joint, or class in nature, arising from this Note or
otherwise, including without limitation contract and tort disputes, shall be
arbitrated pursuant to the Rules of the American Arbitration Association in
effect at the time the claim is filed, upon request of either party. No act to
take or dispose of any collateral securing this Note shall constitute a waiver
of this arbitration agreement or be prohibited by this arbitration agreement.
This includes, without limitation, obtaining injunctive relief or a temporary
restraining order; invoking a power of sale under any deed of trust or mortgage;
obtaining a writ of attachment or imposition of a receiver; or exercising any
rights relating to personal property, including taking or disposing of such
property with or without judicial process pursuant to Article 9 of the Uniform
Commercial Code. Any disputes, claims, or controversies concerning the
lawfulness or reasonableness of any act, or exercise of any right, concerning
any collateral securing this Note, including any claim to rescind, reform, or
otherwise modify any agreement relating to the collateral securing this Note,
shall also be arbitrated, provided however that no arbitrator shall have the
right or the power to enjoin or restrain any act of any party. Judgment upon any
award rendered by any arbitrator may be entered in any court having
jurisdiction. Nothing in this Note shall preclude any party from seeking
equitable relief from a court of competent jurisdiction. The statute of
limitations, estoppel, waiver, laches, and similar doctrines which would
otherwise be applicable in an action brought by a party shall be applicable in
any arbitration proceeding, and the commencement of an arbitration proceeding
shall be deemed the commencement of an action for these purposes. The Federal
Arbitration Act shall apply to the construction, interpretation, and enforcement
of this arbitration provision.

         

      

      
        TANGIBLE NET WORTH. Borrower
to maintain a Tangible Net Worth of at least $1,000,000.00, measured on a
quarterly basis. Tangible Net Worth shall be defined as: Total owners' equity
less any intangibles plus any liabilities whose payment of principal and
interest are subordinated to the Biltmore Bank less any receivables from or
investments related to shareholders/principals that do not include a binding
repayment schedule.

         

      

      
        PRIOR NOTE. Renewal Note of
Promissory Note dated March 18, 2005 in the original amount of $2,000,000.00, as
amended.

         

      

      
        SUCCESSOR INTERESTS. The terms
of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal
representatives, successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns.

         

      

      
        NOTIFY US OF INACCURATE INFORMATION
WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report
any inaccurate information about your account(s) to a consumer reporting agency.
Your written notice describing the specific inaccuracy(ies) should be sent to us
at the following address: THE BILTMORE BANK OF ARIZONA 5055 N. 32nd Street
Phoenix, AZ 85018.

         

      

      
        GENERAL PROVISIONS. If any
part of this Note cannot be enforced, this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under
this Note without losing them.   Borrower and any other person
who signs, guarantees or endorses

          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      
        PROMISSORY
NOTE

      

      
        	
                Loan
      No: 4190001

              	
                (Continued)

              	
                Page
      3

              
	
                  

              	
                  

              	
                  

              


      

      


      
        this Note,
to the extent allowed by law, waive presentment, demand for payment, and notice
of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender's security interest in the
collateral; and take any other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made. The obligations under this Note are joint
and several.

         

      

      
        PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE NOTE.

         

      

      
        BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

         

      

      
        BORROWER:

         

      

       

      INESTORS
MORTGAGE HOLDINGS, INC. AN ARIZONA CORPORATION

      


      
        By:  /s/ Shane C. Albers                    
Shane
C. Albers, Chief Executive Officer of
Investors
Mortgage Holdings, Inc. an Arizona
corporation