**Exhibit 10.5**

 

SUBORDINATEPROMISSORY NOTE

 

THE PAYMENTAND COLLATERALIZATION OF THIS NOTE HAS BEEN FULLY SUBORDINATED TO THE PRIORPAYMENT AND COLLATERALIZATION OF THE SENIOR LIABILITIES AS DEFINED IN AND INACCORDANCE WITH THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JUNE 29,2005 AMONG THE AGENT DEFINED THEREIN, THE HEREINAFTER DEFINED PAYEE AND THEHEREINAFTER DEFINED MAKER.

 
| US$1,000,000 |   | Dated:  June 30, 2005 |
|--------------|--------|----------------------------|

 

FOR VALUE RECEIVED and intending to belegally bound, the undersigned, Washtenaw Mortgage Company, a Michigancorporation (“Maker”), promises to pay to the order of    Mr. Charles C. Huffman, an individual(“Payee”), the principal sum of One Million United States Dollars(US$1,000,000) (the “Principal Sum”) on or before June 1, 2006 (the “MaturityDate”).  Maker hereby grants Payee asecurity interest in all mortgage servicing rights owned by the Maker.  Said security interest is subject to theprior security interest in the servicing rights of the Maker granted to theAgent and the banks named in that certain Second Amended and RestatedWarehousing Credit Agreement dated as of August 30, 2004, as amended andmodified from time to time (the “Syndicated Warehouse Banks”), Fannie Mae andFreddie Mac as evidenced by certain Acknowledgement Agreements between theMaker, the Agent and/or the Syndicated Warehouse Banks, Fannie Mae and FreddieMac.

 

The unpaidPrincipal Sum of this Note shall bear interest at three percent (3%) above theUS Prime Rate as published daily in the Wall Street Journal.  Interest shall be calculated on the basis ofa 360 day year.  Interest shall be paidmonthly.

 

All paymentsof principal and interest in respect to this Note shall be made in lawful moneyof the United States of America in same day funds at the home of Mr. Huffmanlocated at 263 9th Avenue South, Naples, Florida 34102, or suchother place as shall be designated in writing.

 

This Note issubject to mandatory prepayment and to prepayment at the option of the Maker,subject, however, in each case, to the payment limitations set forth in theSubordination Agreement.

 

Maker shall have the privilege, withoutpremium or penalty, of prepaying this Note, at any time, in whole or in part,provided that each prepayment shall be accompanied by accrued Interest on theamount prepaid, subject, however, in each case, to the payment limitations setforth in the Subordination Agreement.

 

This Note shall be governed by, and construedin accordance with, the laws of the State of Michigan.

 

All payments of every type made under thisNote, whether by prepayment or otherwise, shall be subject to the SubordinationAgreement.

 

[The remainder of this page hasbeen intentionally left blank}

 

----

 

IN WITNESS WHEREOF, Maker has caused this instrument to be executed onits behalf by its duly authorized officer, on the date first set forth above.

 

 
|             | WASHTENAW MORTGAGE COMPANY |
|------------------|----------------------------|
|             |                       |   |
|             |                       |   |
| (corporate seal) | By:                        |   |   |
|             |                       | Name: |
|             |                       | Title: |
|             |                       |   |
| Attest:          |                       |   |   |   |
|             | Name:                      |   |   |
|             | Title:                     |   |   |
|             |                       |   |   |
|                  |                            |  |  |  |  |

 

----