Exhibit 10.5


 


SUBORDINATE
PROMISSORY NOTE


 


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


 


	
  US$1,000,000

  	
   

  	
  Dated:
  June 30, 2005

  



 


FOR VALUE RECEIVED and intending to be
legally bound, the undersigned, Washtenaw Mortgage Company, a Michigan
corporation (“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 “Maturity
Date”).  Maker hereby grants Payee a
security interest in all mortgage servicing rights owned by the Maker.  Said security interest is subject to the
prior security interest in the servicing rights of the Maker granted to the
Agent and the banks named in that certain Second Amended and Restated
Warehousing Credit Agreement dated as of August 30, 2004, as amended and
modified from time to time (the “Syndicated Warehouse Banks”), Fannie Mae and
Freddie Mac as evidenced by certain Acknowledgement Agreements between the
Maker, the Agent and/or the Syndicated Warehouse Banks, Fannie Mae and Freddie
Mac.


 


The unpaid
Principal Sum of this Note shall bear interest at three percent (3%) above the
US Prime Rate as published daily in the Wall Street Journal.  Interest shall be calculated on the basis of
a 360 day year.  Interest shall be paid
monthly.


 


All payments
of principal and interest in respect to this Note shall be made in lawful money
of the United States of America in same day funds at the home of Mr. Huffman
located at 263 9th Avenue South, Naples, Florida 34102, or such
other place as shall be designated in writing.


 


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


 


Maker shall have the privilege, without
premium 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 the
amount prepaid, subject, however, in each case, to the payment limitations set
forth in the Subordination Agreement.


 


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


 


All payments of every type made under this
Note, whether by prepayment or otherwise, shall be subject to the Subordination
Agreement.


 


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


 


 


	
   

  	
  WASHTENAW MORTGAGE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (corporate seal)

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: