EXHIBIT
      10.2

     

    PROMISSORY
      NOTE

     

    
      	
              Principal

              
                $1,250,000.00

              

            	
              Loan
                Date

              
                11-08-2007

              

            	
              Maturity

              
                11-08-2208

              

            	
              Loan
                No

              
                30047089

              

            	
              Call/Coll

              
                04AO/USEC

              

            	
              Account

            	
              Officer

              
                22942

              

            	
              Initials

            
	
              References
                in the boxes above 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: 	Grand River Commerce, Inc.
              (TIN:
              20-5393246)	Lender:	First
              Tennessee Bank National Association
	 	2900 28th Street	 	Financial
              Institutions
	 	Grandville, MI
              49418	 	845 Crossover Lane, Suite
              150
	 	 	 	Memphis, TN
              38117
	 	 	 	(901)
              435-7972


    

    
      
        

      

       

    

    
      
        	Principal Amount:
                $1,250,000.00	
                Initial
                  Rate: 7.000%

              	
                Date
                  of Note: November 8,
                  2007

              


      

    

     

    PROMISE
      TO PAY. 
      Grand
      River Commerce, Inc. (“Borrower”) promises to pay to First Tennessee Bank
      National Association (“Lender”), or order, in lawful money of the United States
      of America, the principal amount of One Million Two Hundred Fifty Thousand
&
00/100 Dollars ($1,250,000.00) 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 November 8, 2008. In addition, Borrower will pay regular
      quarterly payments of all accrued unpaid interest due as of each payment date,
      beginning February 8, 2008, with all subsequent interest payments to be due
      on
      the same day of each quarter after that. Unless otherwise agreed or required
      by
      applicable law, payments will be applied first to any accrued unpaid interest;
      then to any unpaid collection costs; and then to principal. The annual interest
      rate for this Note is computed on a 365/360 basis; that is, by applying the
      ratio of the annual interest rate over a year of 360 days, 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 index which is the Lender’s base commercial rate (the “Index”).
      The Index is not necessarily the lowest rate charged by Lender on its loans
      and
      is set by Lender in its sole discretion. 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 7.500% per annum. The interest rate to be applied to
      the
      unpaid principal balance during this Note will be at a rate of 0.500 percentage
      points under the Index, resulting in an initial rate of 7.000% per annum.
      NOTICE: Under no circumstances will the interest rate on this Note be more
      than
      the maximum rate allowed by applicable law.

     

    
      
         

      

      
         

        
          

        

      

      
         

        PROMISSORY
          NOTE

         

        
          
            	Loan No: 30047089	
                    (Continued)

                  	
                    Page
                      2

                  


          

        

      

      
        
          

        

      

    

    PREPAYMENT.
      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: First Tennessee Bank
      National Association, P.O. Box 31 Memphis, TN 38101.

     

    INTEREST
      AFTER DEFAULT.
      Upon
      default, including failure to pay upon final maturity, the interest rate on
      this
      Note shall be increased to 21.000% per annum. 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.

     

    Default
      in Favor of Third Parties.
      Borrower
      or any Grantor defaults under any loan, extension of credit, security agreement,
      purchase or sales agreement, or any other agreement, in favor of any other
      creditor or person that may materially affect any of Borrower’s property or
      Borrower’s ability to repay this Note or perform Borrower’s obligations under
      this Note or any of the related documents.

     

    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.

     

    
      
         

      

      
         

        
          

        

      

      
         

        PROMISSORY
          NOTE

        
          	Loan No: 30047089	
                  (Continued)

                	
                  Page
                    3

                


        

        
          
            

          

        

      

    

    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.

     

    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.

     

    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.

     

    Any
      payment not made when due hereunder (whether by acceleration or otherwise)
      shall
      bear interest after maturity at the maximum effective contract rate
      of
      interest which the Lender may lawfully charge.

     

    In
      the
      event of any renewal or extension of the loan indebtedness evidenced hereby,
      unless the parties otherwise agree to a lower rate, the Lender shall have the
      right to charge interest at the highest of the following rates: (i) the maximum
      rate permissible at the time the contract to make the loan was executed; or
      (ii)
      the maximum rate permissible at the time the loan was made; or (iii) the maximum
      rate permissible at the time of such renewal or extension; or (iv) the maximum
      rate permitted by applicable federal law; it being intended that those statutes
      and laws, state or federal, from time to time in effect, which permit the
      charging of the higher rate of interest shall govern the maximum rate which
      may
      be charged hereunder. In the event that for any reason the foregoing provisions
      hereof shall not contain a valid, enforceable designation of a rate of interest
      prior to maturity or method of determining the same; then the indebtedness
      hereby evidenced shall bear interest prior to maturity at the maximum effective
      rate which may be lawfully charged by the Lender under applicable
      law.

     

    
      
         

      

      
         

        
          

        

      

      
         

        
          PROMISSORY
            NOTE

          
            	Loan No: 30047089	
                    (Continued)

                  	
                    Page
                      4

                  


          

        

      

      
        

      

    

    Regardless
      of any provision herein, or in any other document executed in connection
      herewith, the holder hereof shall never be entitled to receive, collect, or
      apply, as interest hereon, any amount in excess of the maximum contract rate
      which may be lawfully charged by the holder hereof under applicable law; and
      in
      the event the holder hereof ever receives, collect, or applies at interest,
      any
      such excess, such amount which would be excessive interest shall be deemed
      a
      partial prepayment of principal and treated hereunder as such; and, if the
      principal hereof is paid in full, any remaining excess shall forthwith be paid
      to the undersigned. In determining whether or not the interest paid or payable,
      under any specific contingency, exceeds the maximum lawful contract rate, the
      undersigned and the holder hereof shall, to the maximum extent permitted by
      applicable law, (a) characterize any non-principal payment as a reasonable
      loan
      charge, rather than as interest; (b) exclude voluntary prepayments and the
      effects thereof; and (c) amortize, prorate, allocate, and spread, in equal
      parts, the total amount of interest throughout the entire contemplated term
      hereof, so that the interest accrued or to accrue throughout the entire term
      contemplated hereby shall at no time exceed the maximum law contract
      rate.

     

    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. 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 Tennessee without
      regard to its conflicts of law provisions. This Note has been accepted by Lender
      in the State of Tennessee.

     

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

     

    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 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

        
          PROMISSORY
            NOTE

          
            	Loan No: 30047089	
                    (Continued)

                  	
                    Page
                      5

                  


          

        

        
          
            

          

        

      

    

    FINANCIAL
      STATEMENTS.
      The
      undersigned agrees to furnish a current financial statement upon the request
      of
      Lender from time to time, and further agrees to execute and deliver all other
      instruments and take such other actions as Lender may from time to time
      reasonably request in order to carry out the provisions and intent
      hereof.

     

    LATE
      FEE.
      For any
      payment
      which is not made within 10 days of the due date for such payment, the Borrower
      shall
      pay a
      late fee. The late fee shall equal 5% of the unpaid portion of the past-due
      payment.

     

    EXCLUSION
      FROM INDEBTEDNESS.
      Excluded
      from indebtedness shall be any indebtedness governed by the Federal Truth in
      Lending Act. 

     

    COLLATERAL.
      This
      loan is unsecured.

     

    LINE
      OF CREDIT.
      This
      Note evidences a revolving line of credit. Advances under this Note may be
      requested either orally or in writing by Borrower or by an authorized person.
      Lender may, but need not, require that all oral requests be confirmed in
      writing. All communications, instructions, or directions by telephone or
      otherwise to Lender are to be directed to Lender’s office shown above. 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.

     

    USA
      PATRIOT ACT. Important
      information about procedures for opening a new account.
      To help
      the government fight the funding of terrorism and money laundering activities,
      Federal law requires all financial institutions to obtain, verify, and record
      information that identifies each business entity that opens an
      account.

     

    What
      this
      means to you: When you open an account, we will ask for Federal Tax
      Identification Number, physical street address of your business, full legal
      name
      of your business and other information that will allow us to identify your
      company.
      We may
      also ask you to provide copies of certain documents that will aid in confirming
      this information.

     

    YIELD
      MAINTENANCE.
      Upon
      three (3) business days’ prior written notice to the Lender, the Borrower shall
      have the right to prepay the indebtedness evidenced hereby in whole or in part
      by paying the principal amount being prepaid (the “Prepayment Amount”) plus
      accrued interest, plus the Yield Maintenance Amount, if any. The “Yield
      Maintenance Amount” shall be equal to 100% of the present value (discounted
      based on the Current Interest Rate Swap Rate) of the difference between (i)
      the
      total amount of interest (based on the Original Interest Rate Swap Rate) which
      would have accrued on the Prepayment Amount had such event not occurred and
      (ii)
      the amount of interest (based on the Current Interest Rate Swap Rate) which
      would have accrued on the Prepayment Amount had such event not occurred. The
      “Original Interest Rate Swap Rate” is the mid-market quotation for the maturity
      date of the Note as quoted by Bloomberg, L.P. on the date that the loan advance
      is made by the Lender under the Note. The “Current Interest Rate Swap Rate” is
      the mid-market quotation for the same maturity date as the original maturity
      of
      the Note as quoted by Bloomberg, L.P. on the date of prepayment of the
      Prepayment Amount.

     

    
      
         

      

      
         

        
          

        

      

      
         

        
          PROMISSORY
            NOTE

          
            	Loan No: 30047089	
                    (Continued)

                  	
                    Page
                      6

                  


          

        

        
          
            

          

        

      

    

    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.

     

    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 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:

    


    GRAND
      RIVER COMMERCE, INC.

     

     

    
      By:
        /s/
        Robert P. Bilotti

      Robert
        P. Bilotti, President of Grand River

      
        Commerce,
          Inc.

         

      

    

     

    
      AUSTIN
        464821v1 72208.000001