Unassociated Document


    

      Fifth
        Third Bank

      Revolving
        Note

             
        
          	OFFICER No. 05271	
                   NOTE
                    No.
                    ___________________

                
	$1,600,000.00	
                   July
                    21, 2005


                


        


      (Effective
        Date)

      


      1. PROMISE
        TO PAY.
        On or
        before August 1, 2006 (the "Maturity Date"), the undersigned, Birmingham
        Bloomfield Bancorp, Inc., a Michigan corporation located at 33583 Woodward
        Avenue, Birmingham, Oakland County, Michigan 48009 ("Borrower") for value
        received, hereby promises to pay to the order of Fifth Third Bank, a Michigan
        banking corporation located at 1000 Town Center, Southfield, Oakland County,
        Michigan 48075-1207 for itself and as agent for any affiliate of Fifth Third
        Bancorp (together with its successors and assigns, the "Lender") the sum
        of One
        Million Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) (the
        "Borrowing"), plus interest as provided herein, less such amounts as shall
        have
        been repaid in accordance with this Note. The outstanding balance of this
        Note
        shall appear on a supplemental bank record and is not necessarily the face
        amount of this Note, which record shall evidence the balance due pursuant
        to
        this Note at any time. As used herein, "Local Time" means the time at the
        office
        of Lender specified in this Note.

      


      Principal
        and interest payments shall be made at Lender's address above unless otherwise
        designated by Lender in writing. Each payment hereunder shall be applied
        first
        to advanced costs, charges and fees, then to accrued interest, and then to
        principal, which will be repaid in inverse chronological order of
        maturity.

      


      Lender,
        in its reasonable discretion, may loan hereunder to Borrower on a revolving
        basis such amounts as may from time to time be requested by Borrower, provided
        that: (a) the aggregate principal amount borrowed hereunder at any time shall
        not exceed the Borrowing, and (b) no Event of Default shall exist or be caused
        thereby. The entire principal balance, together with all accrued and unpaid
        interest and any other charges, advances and fees, if any, outstanding
        hereunder, shall be due and payable in full on the earlier of the Maturity
        Date
        or upon acceleration of this Note.

      


      The
        principal sum outstanding shall bear interest at a floating rate per annum
        equal
        to 1% less than the rate of interest per annum established from time to time
        by
        Fifth Third Bank at its principal office as its "Prime Rate", whether or
        not
        Fifth Third Bank shall at times lend to borrowers at lower rates of interest
        or,
        if there is no such prime rate, then such other rate as may be substituted
        by
        Fifth Third Bank for the prime rate (the "Interest Rate"). In the event of
        a
        change in said Prime Rate, the Interest Rate shall be changed immediately
        to the
        percentage stated above less than such new Prime Rate. Interest shall be
        calculated based on a 360-day year and charged for the actual number of days
        elapsed, and shall be payable on the 1st day of each month beginning on
        September 1, 2005.

      


      Notwithstanding
        any provision to the contrary in this Note, in no event shall the interest
        rate
        charged on the Borrowing exceed the maximum rate of interest permitted under
        applicable state and/or federal usury law. Any payment of interest that would
        be
        deemed unlawful under applicable law for any reason shall be deemed received
        on
        account of, and will automatically be applied to reduce, the principal sum
        outstanding and any other sums (other than interest) due and payable to Lender
        under this Note, and the provisions hereof shall be deemed amended to provide
        for the highest rate of interest permitted under applicable law.

      


      2. USE
        OF
        PROCEEDS.
        Borrower certifies that the proceeds of this loan are to be used for business
        purposes.

      


      3. NOTE
        PROCESSING FEE.
        Lender
        may charge, and Borrower agrees to pay on the above Effective Date, a note
        processing fee in the amount of $425.00.

      


      4. REPRESENTATIONS
        AND WARRANTIES.
        Borrower hereby warrants and represents to Lender the following:

      


      (a) Organization
        and Qualification.
        Borrower is duly organized, validly existing and in good standing under the
        laws
        of the State of its incorporation, has the power and authority to carry on
        its
        business and to enter into and perform all documents relating to this loan
        transaction, and is qualified and licensed to do business in each jurisdiction
        in which such qualification or licensing is required. All information provided
        to Lender with respect to Borrower and its operations is true and
        correct.

      


      (b) Due
        Authorization.
        The
        execution, delivery and performance by Borrower of the Loan Documents have
        been
        duly authorized by all necessary corporate action, and shall not contravene
        any
        law or any governmental rule or order binding on Borrower, or the articles
        of
        incorporation and code of regulations or by-laws of Borrower, nor violate
        any
        agreement or instrument by which Borrower is bound nor result in the creation
        of
        a Lien on any assets of Borrower except the Lien granted to Lender herein.
        Borrower has duly executed and delivered to Lender the Loan Documents and
        they
        are valid and binding obligations of Borrower enforceable according to their
        respective terms, except as limited by equitable principles and by bankruptcy,
        insolvency or similar laws affecting the rights of creditors generally. No
        notice to, or consent by, any governmental body is needed in connection with
        this transaction.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (c) Litigation.
        There
        are no suits or proceedings pending or threatened against or affecting Borrower,
        and no proceedings before any governmental body are pending or threatened
        against Borrower.

      


      (d) Margin
        Stock.
        No part
        of the proceeds of this borrowing from Lender shall be used to purchase or
        carry, or to reduce or retire or refinance any credit incurred to purchase
        or
        carry, any margin stock (within the meaning of Regulations U and X of the
        Board
        of Governors of the Federal Reserve System) or to extend credit to others
        for
        the purpose of purchasing or carrying any margin stock. If requested by Lender,
        Borrower shall furnish to Lender statements in conformity with the requirements
        of Federal Reserve Form U- 1.

      


      (e)
         Business.
        Borrower is not a party to or subject to any agreement or restriction that
        may
        have a material adverse effect on Borrower's business, properties or prospects.
        Borrower has all franchises, authorizations, patents, trademarks, copyrights
        and
        other rights necessary to advantageously conduct its business. They are all
        in
        full force and effect and are not in known conflict with the rights of
        others.

      


      (f) Licenses,
        etc.
        Borrower has obtained any and all licenses, permits, franchises, governmental
        authorizations, patents, trademarks, copyrights or other rights necessary
        for
        the ownership of its properties and the advantageous conduct of its business.
        Borrower possesses adequate licenses, patents, patent applications, copyrights,
        trademarks, trademark applications, and trade names to continue to conduct
        its
        business as heretofore conducted by it, without any conflict with the rights
        of
        any other person or entity. All of the foregoing are in full force and effect
        and none of the foregoing are in known conflict with the rights of
        others.

      


      (g) Laws
        and Taxes.
        Borrower is in material compliance with all laws, regulations, rulings, orders,
        injunctions, decrees, conditions or other requirements applicable to or imposed
        upon Borrower by any law or by any governmental authority, court or agency.
        Borrower has filed all required tax returns and reports that are now required
        to
        be filed by it in connection with any federal, state and local tax, duty
        or
        charge levied, assessed or imposed upon Borrower or its assets, including
        unemployment, social security, and real estate taxes. Borrower has paid all
        taxes which are now due and payable. No taxing authority has asserted or
        assessed any additional tax liabilities against Borrower which are outstanding
        on this date, and Borrower has not filed for any extension of time for the
        payment of any tax or the filing of any tax return or report.

      


      (h) Title.
        Borrower has good and marketable title to the assets reflected on the most
        recent balance sheet submitted to Lender, free and clear from all liens and
        encumbrances of any kind, except for (collectively, the "Permitted Liens")
        (a)
        current taxes and assessments not yet due and payable, (b) liens and
        encumbrances, if any, reflected or noted on such balance sheet or notes thereto,
        (c) assets disposed of in the ordinary course of business, and (d) any security
        interests, pledges, assignments or mortgages granted to Lender to secure
        the
        repayment or performance of the Obligations.

      


      (i) Defaults.
        Borrower is in compliance with all material agreements applicable to it and
        there does not now exist any default or violation by Borrower of or under
        any of
        the terms, conditions or obligations of (a) its articles of incorporation
        and
        code of regulations or by-laws, or (b) any indenture, mortgage, deed of trust,
        franchise, permit, contract, agreement or other instrument to which Borrower
        is
        a party or by which it is bound, and the consummation of the transactions
        contemplated herein shall not result in such default or violation.

      


      (j) Environmental
        Laws.

      


      (i) Borrower
        has obtained all permits, licenses and other authorizations or approvals
        which
        are required under Environmental Laws and Borrower is in compliance in all
        material respects with all terms and conditions of the required permits,
        licenses, authorizations and approvals, and is also in compliance in all
        material respects with all other limitations, restrictions, conditions,
        standards, prohibitions, requirements, obligations, schedules and timetables
        contained in the Environmental Laws.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (ii) Borrower
        is not aware of, and has not received notice of, any past, present or future
        events, conditions, circumstances, activities, practices, incidents, actions
        or
        plans which may interfere with or prevent compliance or continued compliance,
        in
        any material respect, with Environmental Laws, or may give rise to any material
        common law or legal liability, or otherwise form the basis of any material
        claim, action, demand, suit, proceeding, hearing, study or investigation,
        based
        on or related to the manufacture, processing, distribution, use, treatment,
        storage, disposal, transport or handling or the emission, discharge, release
        or
        threatened release into the environment, of any pollutant, contaminant,
        chemical, or industrial, toxic or hazardous substance or waste.

      


      (iii) There
        is
        no civil, criminal or administrative action suit, demand, claim, hearing,
        notice
        or demand letter, notice of violation, investigation or proceeding pending
        or
        threatened against Borrower, relating in any way to Environmental
        Laws.

      


      (iv) "Environmental
        Laws" means all federal, state, local and foreign laws relating to pollution
        or
        protection of the environment, including laws relating to emissions, discharges,
        releases or threatened releases of pollutants, contaminants, chemicals, or
        industrial toxic or hazardous substances or wastes into the environment
        (including without limitation ambient air, surface water, ground water or
        land),
        or otherwise relating to the manufacture, processing, distribution, use,
        treatment, storage, disposal, transport or handling of pollutants, contaminants,
        chemicals or industrial, toxic or hazardous substances or wastes, and any
        and
        all regulations, codes, plans, orders, decrees, judgments, injunctions, notices
        or demand letters issued, entered, promulgated or approved
        thereunder.

      


      (k) Subsidiaries
        and Partnerships.
        Borrower has no subsidiaries and is not a party to any partnership agreement
        or
        joint venture agreement.

      


      (I) ERISA.
        Borrower and all individuals or entities that, along with Borrower, would
        be
        treated as a single employer under ERISA or the Internal Revenue Code of
        1986,
        as amended (an "ERISA Affiliate"), are in compliance with all of their
        obligations to contribute to any "employee benefit plan " as that term is
        defined in Section 3(3) of ERISA. Borrower and each of its ERISA Affiliates
        are
        in full compliance with ERISA, and there exists no event described in Section
        4043(b) thereof ("Reportable Event'). "ERISA" means the federal Employee
        Retirement Income Security Act of 1974, and any regulations promulgated
        thereunder from time to time, as amended or as may be replaced by a successor
        statute.

      


      (m) Financial
        Condition.
        All
        financial statements and information relating to Borrower which have been
        or may
        hereafter be delivered by Borrower to Lender are true and correct and have
        been
        prepared in accordance with generally accepted accounting principles
        consistently applied. Borrower has no material obligations or liabilities
        of any
        kind not disclosed in that financial information, and there has been no material
        adverse change in the financial condition of Borrower nor has Borrower suffered
        any damage, destruction or loss which has adversely affected its business
        or
        assets since the submission of the most recent financial information to
        Lender.

      


      (n) Solvency.
        Borrower is Solvent and upon consummation of the transactions contemplated
        herein will be Solvent. "Solvent" means that: (a) the total amount of the
        Borrower's assets is in excess of the total amount of its liabilities (including
        contingent liabilities), at a fair valuation; (b) Borrower does not have
        unreasonably small capital for the business and transactions in which Borrower
        is engaged or is about to engage; and (c) Borrower does not intend to or
        believe
        it will incur obligations beyond its ability to pay as they become
        due.

      


      5. AFFIRMATIVE
        COVENANTS.
        Borrower covenants with, and represents and warrants to, Lender that, from
        and
        after the execution date of the Loan Documents until the Obligations are
        paid
        and satisfied in full.

      


      (a) Access
        to Business Information.
        Borrower shall maintain proper books of accounts and records and enter therein
        complete and accurate entries and records of all of its transactions in
        accordance with generally accepted accounting principles and give
        representatives of Lender access thereto at all reasonable times, including
        permission to: (a) examine, copy and make abstracts from any such books and
        records and such other information which might be helpful to Lender in
        evaluating the status of the Obligations as it may reasonably request from
        time
        to time, and (b) communicate directly with any of Borrower's officers,
        employees, agents, accountants or other financial advisors with respect to
        the
        business, financial conditions and other affairs of the Borrower.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b) Inspection
        of Collateral.
        Borrower shall give Lender reasonable access to the Collateral and the other
        property securing the Obligations for the purpose of performing examinations
        thereof and to verify its condition or existence.

      


      (c) Financial
        Statements.
        Borrower shall maintain a standard and modern system for accounting and shall
        furnish to Lender:

      


      
        	 	
                (i)

              	
                Within
                  90 days after the end of each fiscal year, a copy of Borrower's
                  internally
                  prepared consolidated financial statements for that year in a form
                  reasonably acceptable to Lender, prepared and certified as complete
                  and
                  correct by the principal financial officer of
                  Borrower;

              


      

      


      
        	 	
                (ii)

              	
                With
                  the statements submitted above, a certificate signed by the principal
                  financial officer of Borrower, (i) stating he is familiar with
                  all
                  documents relating to Lender and that no Event of Default specified
                  herein, nor any event which upon notice or lapse of time, or both
                  would
                  constitute such an Event of Default, has occurred, or if any such
                  condition or event existed or exists, specifying it and describing
                  what
                  action Borrower has taken or proposes to take with respect thereto,
                  and
                  (ii) setting forth, in summary form, figures showing the financial
                  status
                  of Borrower in respect of the financial restrictions contained
                  herein;

              


      

      


      
        	 	
                (iii)

              	
                Immediately
                  upon any officer of Borrower obtaining knowledge of any condition
                  or event
                  which constitutes or, after notice or lapse of time or both, would
                  constitute an Event of Default, a certificate of such person specifying
                  the nature and period of the existence thereof, and what action
                  Borrower
                  has taken or is taking or proposes to take in respect
                  thereof;

              


      

      


      
        	 	
                (iv)

              	
                Upon
                  request or at least quarterly a copy of Borrower's Organizational
                  Budget
                  and a copy of Prospectus as
                  requested.

              


      

      


      
        	 	
                (v)

              	
                Stock
                  offering funds not less than $10,000,000.


              


      

      


      
        	 	 	
                All
                  of the statements referred to in (i) above shall be in conformance
                  with
                  generally accepted accounting principles and give representatives
                  of
                  Lender access thereto at all reasonable times, including permission
                  to
                  examine, copy and make abstracts from any such books and records
                  and such
                  other information which might be helpful to Lender in evaluating
                  the
                  status of the loans as it may reasonably request from time to
                  time.

              


      

      


      With
        all
        financial statements delivered to Lender as provided in (i) above, Borrower
        shall deliver to Lender a Financial Statement Compliance Certificate in addition
        to the other information set forth therein, which certifies the Borrower's
        compliance with the financial covenants set forth herein and that no Event
        of
        Default has occurred.

      


      If
        at any
        time Borrower has any additional subsidiaries which have financial statements
        that could be consolidated with those of Borrower under generally accepted
        accounting principles, the financial statements required by subsections (i)
        above shall be the financial statements of Borrower and all such subsidiaries
        prepared on a consolidated and consolidating basis.

      


      (d) Condition
        and Repair.
        Borrower shall maintain its equipment and all Collateral used in the operation
        of its business in good repair and working order and shall make all appropriate
        repairs, improvements and replacements thereof so that the business carried
        on
        in connection therewith may be properly and advantageously conducted at all
        times.

      


      (e) Insurance.
        At its
        own cost, Borrower shall obtain and maintain insurance against (a) loss,
        destruction or damage to its properties and business of the kinds and in
        the
        amounts customarily insured against by corporations with established reputations
        engaged in the same or similar business as Borrower and, in any event,
        sufficient to fully protect Lender's interest in the Collateral, and (b)
        insurance against public liability and third party property damage of the
        kinds
        and in the amounts customarily insured against by corporations with established
        reputations engaged in the same or similar business as Borrower. All such
        policies shall (i) be issued by financially sound and reputable insurers,
        (ii)
        name Lender as an additional insured and, where applicable, as loss payee
        under
        a Lender loss payable endorsement satisfactory to Lender, and (iii) shall
        provide for thirty (30) days written notice to Lender before such policy
        is
        altered or canceled. All of the insurance policies required hereby shall
        be
        evidenced by one or more Certificates of Insurance delivered to Lender by
        Borrower on the Closing Date and at such other times as Lender may request
        from
        time to time.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (f) Taxes.
        Borrower shall pay when due all taxes, assessments and other governmental
        charges imposed upon it or its assets, franchises, business, income or profits
        before any penalty or interest accrues thereon, and all claims (including,
        without limitation, claims for labor, services, materials and supplies) for
        sums
        which by law might be a lien or charge upon any of its assets, provided that
        (unless any material item or property would be lost, forfeited or materially
        damaged as a result thereof) no such charge or claim need be paid if it is
        being
        diligently contested in good faith, if Lender is notified in advance of such
        contest and if Borrower establishes an adequate reserve or other appropriate
        provision required by generally accepted accounting principles and deposits
        with
        Lender cash or bond in an amount acceptable to Lender.

      


      (g) Existence:
        Business.
        Borrower shall (a) maintain its existence as a corporation, (b) continue
        to
        engage primarily in business of the same general character as that now
        conducted, and (c) refrain from entering into any lines of business
        substantially different from the business or activities in which Borrower
        is
        presently engaged.

      


      (h) Compliance
        with Laws.
        Borrower shall comply with all federal, state and local laws, regulations
        and
        orders applicable to Borrower or its assets, including but not limited to,
        all
        Environmental Laws, in all respects material to Borrower's business, assets
        or
        prospects and shall immediately notify Lender of any violation of any rule,
        regulation, statute, ordinance, order or law relating to the public health
        or
        the environment and of any complaint or notifications received by Borrower
        regarding to any environmental or safety and health rule, regulation, statute,
        ordinance or law. Borrower shall obtain and maintain any and all licenses,
        permits, franchises, governmental authorizations, patents, trademarks,
        copyrights or other rights necessary for the ownership of its properties
        and the
        advantageous conduct of its business and as may be required from time to
        time by
        applicable law.

      


      (i) Costs.
        Borrower shall reimburse Lender for any and all fees, costs and expenses
        including, without limitation, reasonable attorneys' fees, other professionals'
        fees, appraisal fees, environmental assessment fees (including Phase I and
        Phase
        II assessments), field exam audits, expert fees, court costs, litigation
        and
        other expenses (collectively, the "Costs") incurred or paid by Lender or
        any of
        its officers, employees or agents in connection with: (a) the preparation,
        negotiation, procurement, review, administration or enforcement of the
        Loan.

      


      Documents
        or any instrument, agreement, document, policy, consent, waiver, subordination,
        release of lien, termination statement, satisfaction of mortgage, financing
        statement or other lien search, recording or filing related thereto (or any
        amendment, modification or extension to, or any replacement or substitution
        for,
        any of the foregoing), whether or not any particular portion of the transactions
        contemplated during such negotiations is ultimately consummated, and (b)
        the
        defense, preservation and protection of Lender's rights and remedies thereunder,
        including without limitation, its security interest in the Collateral or
        any
        other property pledged to secure the Loans, whether incurred in bankruptcy,
        insolvency, foreclosure or other litigation or proceedings or otherwise.
        The
        Costs shall be due and payable upon demand by Lender. If Borrower fails to
        pay
        the Costs when upon such demand, Lender is entitled to disburse such sums
        as
        Obligations. Thereafter, the Costs shall bear interest from the date incurred
        or
        disbursed at the highest rate set forth in the Note(s). This provision shall
        survive the termination of this Agreement and/or the repayment of any amounts
        due or the performance of any Obligation.

      


      (j) Depository/Banking
        Services.
        Lender
        shall be the principal depository in which substantially all of Borrower's
        funds
        are deposited, and the principal bank of account of Borrower, as long as
        any
        Obligations are outstanding, and Borrower shall grant Lender the first and
        last
        opportunity to provide any corporate banking services required by Borrower
        and
        its Affiliates.

      


      (k) Other
        Amounts Deemed Loans.
        If
        Borrower fails to pay any tax, assessment, governmental charge or levy or
        to
        maintain insurance within the time permitted or required by this Note, or
        to
        discharge any Lien prohibited hereby, or to comply with any other Obligation,
        Lender may, but shall not be obligated to, pay, satisfy, discharge or bond
        the
        same for the account of Borrower. To the extent permitted by law and at the
        option of Lender, all monies so paid by Lender on behalf of Borrower shall
        be
        deemed Obligations and Borrower's payments under this Note may be increased
        to
        provide for payment of such Obligations plus interest thereon.

      


      (I) Further
        Assurances.
        Borrower shall execute, acknowledge and deliver, or cause to be executed,
        acknowledged or delivered, any and all such further assurances and other
        agreements or instruments, and take or cause to be taken all such other action,
        as shall be reasonably necessary from time to time to give full effect to
        the
        Loan Documents and the transactions contemplated thereby.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      6. DEFINITIONS.
        Certain
        capitalized terms have the meanings set forth on any exhibit hereto, in the
        Security Agreement, if applicable, or any other Loan Document. All financial
        terms used herein but not defined on the exhibits, in the Security Agreement,
        if
        applicable, or any other Loan Document have the meanings given to them by
        generally accepted accounting principles. All other undefined terms have
        the
        meanings given to them in the Uniform Commercial Code as adopted in the state
        whose law governs this instrument. The following definitions are used
        herein:

      


      (a) "Affiliate"
        means, as to Borrower, (a) any person or entity which, directly or indirectly,
        is in control of, is controlled by or is under common control with, Borrower,
        or
        (b) any person who is a director, officer or employee (i) of Borrower or
        (ii) of
        any person described in the preceding clause (a).

      


      (b) "Lien"
        means any security interest, mortgage, pledge, assignment, lien or other
        encumbrance of any kind, including interests of vendors or lessors under
        conditional sale contracts or capital leases.

      


      (c) "Loan
        Documents" means any and all Rate Management Agreements and each and every
        document or agreement executed by any party evidencing, guaranteeing or securing
        any of the Obligations, and "Loan Document" means any one of the Loan
        Documents.

      


      (d) "Obligation(s)"
        means all loans, advances, indebtedness and each and every other obligation
        or
        liability of Borrower owed to each of Lender and/or any affiliate of Fifth
        Third
        Bancorp, however created, of every kind and description whether now existing
        or
        hereafter arising and whether direct or indirect, primary or as guarantor
        or
        surety, absolute or contingent, liquidated or unliquidated, matured or
        unmatured, participated in whole or in part, created by trust agreement,
        lease
        overdraft, agreement or otherwise, whether or not secured by additional
        collateral, whether originated with Lender or owed to others and acquired
        by
        Lender by purchase, assignment or otherwise, and including, without limitation,
        all loans, advances, indebtedness and each and every obligation or liability
        arising under the loan document, any and all Rate Management Obligations
        (as
        defined in the Loan Documents), letters of credit now or hereafter issued
        by
        Lender or any affiliate of Fifth Third Bancorp for the benefit of or at the
        request of Borrower, all obligations to perform or forbear from performing
        acts,
        and agreements, instruments and documents evidencing, guarantying, securing
        or
        otherwise executed in connection with any of the foregoing, together with
        any
        amendments, modifications and restatements thereof, and all expenses and
        attorneys' fees incurred by Lender hereunder or any other document, instrument
        or agreement related to any of the foregoing.

      


      (e) "Rate
        Management Agreement" means any agreement, device or arrangement providing
        for
        payments which are related to fluctuations of interest rates, exchange rates,
        forward rates, or equity prices, including, but not limited to,
        dollar-denominated or cross-currency interest rate exchange agreements, forward
        currency exchange agreements, interest rate cap or collar protection agreements,
        forward rate currency or interest rate options, puts and warrants, and any
        agreement pertaining to equity derivative transactions (e.g., equity or equity
        index swaps, options, caps, floors, collars and forwards), including without
        limitation any ISDA Master Agreement between Borrower and Lender or any
        affiliate of Fifth Third Bancorp, and any schedules, confirmations and documents
        and other confirming evidence between the parties confirming transactions
        thereunder, all whether now existing or hereafter arising, and in each case
        as
        amended, modified or supplemented from time to time.

      


      (f) "Rate
        Management Obligations" means any and all obligations of Borrower to Lender
        or
        any affiliate of Fifth Third Bancorp, whether absolute, contingent or otherwise
        and howsoever and whensoever (whether now or hereafter) created, arising,
        evidenced or acquired (including all renewals, extensions and modifications
        thereof and substitutions therefore), under or in connection with (i) any
        and
        all Rate Management Agreements, and (ii) any and all cancellations, buy backs,
        reversals, terminations or assignments of any Rate Management
        Agreement.

      


      7. EVENTS
        OF DEFAULT.
        Upon
        the occurrence of any of the following events (each, an "Event of Default"),
        Lender may, at its option, without any demand or notice whatsoever, cease
        making
        advances and declare this Note and all Obligations to be fully due and payable
        in their aggregate amount, together with accrued interest and all prepayment
        premiums, fees, and charges applicable thereto:

      


      (a) Any
        failure to make any payment when due of principal or accrued interest on
        this
        Note or any other Obligation and such nonpayment remains uncured for a period
        of
        10 days thereafter.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b) Any
        representation or warranty of Borrower set forth in this Note or in any
        agreement, instrument, document, certificate or financial statement evidencing,
        guaranteeing, securing or otherwise related to, this Note or any other
        Obligation shall be materially inaccurate or misleading.

      


      (c) Borrower
        shall fail to observe or perform any other term or condition of this Note
        or any
        other term or condition set forth in any agreement, instrument, document,
        certificate or financial statement evidencing, guaranteeing or otherwise
        related
        to this Note or any other Obligation, or Borrower shall otherwise default
        in the
        observance or performance of any covenant or agreement set forth in any of
        the
        foregoing for a period of 30 days.

      


      (d) The
        death, legal incompetence or dissolution of Borrower or of any endorser or
        guarantor of the Obligations, or the merger or consolidation of any of the
        foregoing with a third party, or the lease, sale or other conveyance of a
        material part of the assets or business of any of the foregoing to a third
        party
        outside the ordinary course of its business, or the lease, purchase or other
        acquisition of a material part of the assets or business of a third party
        by any
        of the foregoing.

      


      (e) Any
        failure to submit to Lender current financial information upon
        request.

      


      (f) The
        creation of any Lien (except a lien to Lender) on, the institution of any
        garnishment proceedings by attachment, levy or otherwise against, the entry
        of a
        judgment against, or the seizure of, any of the property of Borrower or any
        endorser or guarantor hereof including, without limitation, any property
        deposited with Lender.

      


      (g) In
        the
        judgment of Lender, any material adverse change occurs in the existing or
        prospective financial condition of Borrower that may affect the ability of
        Borrower to repay the Obligations, or the Lender deems itself
        insecure.

      


      (h) A
        commencement by the Borrower or any endorser or guarantor of the Obligations
        of
        a voluntary case under any applicable bankruptcy, insolvency or other similar
        law now or hereafter in effect; or the entry of a decree or order for relief
        in
        respect of the Borrower or any endorser or guarantor of the Obligations in
        a
        case under any such law or appointing a receiver, liquidator, assignee,
        custodian, trustee, sequestrator (or other similar official) of the Borrower
        or
        any endorser or guarantor of the Obligations, or for any substantial part
        of the
        property of Borrower or any endorser or guarantor of the Obligations, or
        ordering the wind-up or liquidation of the affairs of Borrower or any endorser
        or guarantor of the Obligations; or the filing and pendency for 30 days without
        dismissal of a petition initiating an involuntary case under any such
        bankruptcy, insolvency or similar law; or the making by Borrower or any endorser
        or guarantor of the Obligations of any general assignment for the benefit
        of
        creditors; or the failure of the Borrower or any endorser or guarantor of
        the
        Obligations generally to pay its debts as such debts become due; or the taking
        of action by the Borrower or any endorser or guarantor of the Obligations
        in
        furtherance of any of the foregoing.

      


      (i) Nonpayment
        by the Borrower of any Rate Management Obligation when due or the breach
        by the
        Borrower of any term, provision or condition contained in any Rate Management
        Agreement.

      


      8. REMEDIES.
        Lender
        may at its option at any time, without notice, proceed to enforce and protect
        its rights hereunder by an action at law or in equity or by any other
        appropriate proceedings; provided that this Note and the Obligations shall
        be
        accelerated automatically and immediately if the Event of Default is a filing
        under the Bankruptcy Code. Borrower shall pay all costs of collection incurred
        by Lender, including its attorney's fees, if this Note is referred to an
        attorney for collection, whether or not payment is obtained before entry
        of
        judgment.

      


      Lender's
        rights and remedies hereunder are cumulative, and may be exercised together,
        separately, and in any order. No delay on the part of Lender in the exercise
        of
        any such right or remedy shall operate as a waiver. No single or partial
        exercise by Lender of any right or remedy shall preclude any other further
        exercise of it or the exercise of any other right or remedy. No waiver or
        indulgence by Lender of any Event of Default shall be effective unless in
        writing and signed by Lender, nor shall a waiver on one occasion be construed
        as
        a waiver of any other occurrence in the future.

      


      9. LATE
        PAYMENTS: DEFAULT RATE FEES.
        If any
        payment is not paid when due (whether by acceleration or otherwise) or within
        10
        days thereafter, undersigned agrees to pay to Lender a late payment fee as
        provided for in any loan agreement or 5% of the payment amount, whichever
        is
        greater with a minimum fee of $20.00. After an Event of Default, Borrower
        agrees
        to pay to Lender a fixed charge of $25.00, or Borrower agrees that Lender
        may,
        without notice, increase the Interest Rate by six percentage points (6%)
        (the
        "Default Rate"), whichever is greater. Lender may impose a non-sufficient
        funds
        fee for any check that is presented for payment that is returned for any
        reason.
        In addition, Lender may charge loan documentation fees as may be reasonably
        determined by the Lender.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      10. PREPAYMENT.
        Borrower may prepay all or part of this Note, which prepaid amounts shall
        be
        applied to the amounts due in reverse order of their due dates. Upon such
        prepayments, including involuntary prepayment by acceleration, Borrower shall
        pay a premium of 2% of the maximum principal amount permitted under this
        Note.
        Partial prepayments shall not excuse any subsequent payment due.

      


      11. ENTIRE
        AGREEMENT.
        Borrower agrees that there are no conditions or understandings which are
        not
        expressed in this Note and the documents referred to herein.

      


      12. SEVERABILITY.
        The
        declaration of invalidity of any provision of this Note shall not affect
        any
        part of the remainder of the provisions.

      


      13. ASSIGNMENT.
        Borrower
        agrees not to assign any of Borrower's rights, remedies or obligations described
        in this Note without the prior written consent of Lender, which consent may
        be
        withheld in Lender's sole discretion. Borrower agrees that Lender may assign
        some or all of its rights and remedies described in this Note without notice
        to,
        or prior consent from, the Borrower.

      


      14. MODIFICATION:
        WAIVER OF LENDER.
        The
        modification or waiver of any of Borrower's obligations or Lender's rights
        under
        this Note must be contained in a writing signed by Lender. Lender may perform
        Borrower's obligations, or delay or fail to exercise any of its rights or
        remedies, without causing a waiver of those obligations or rights.

      


      A
        waiver
        on one occasion shall not constitute a waiver on another occasion. Borrower's
        obligations under this Note shall not be affected if Lender amends, compromises,
        exchanges, fails to exercise, impairs or releases (i) any of the obligations
        belonging to any co-borrower, endorser or guarantor or (ii) any of its rights
        against any co-borrower, guarantor or endorser.

      


      15. WAIVER
        OF BORROWER.
        Demand,
        presentment, protest and notice of dishonor, notice of protest and notice
        of
        default are hereby waived by Borrower, and any endorser or guarantor hereof.
        Each of Borrower, including but not limited, to all co-makers and accommodation
        makers of this Note, hereby waives all suretyship defenses, including but
        not
        limited to, all defenses based upon impairment of Collateral and all suretyship
        defenses described in Section 3-605 of the Uniform Commercial Code (the
        "UCC"). Such
        waiver is entered to the full extent permitted by Section 3-605 (i) of the
        UCC.

      


      16. GOVERNING
        LAW; CONSENT TO JURISDICTION.
        This
        Note is delivered in, is intended to be performed in, will be construed and
        enforceable in accordance with and governed by the internal laws of, the
        State
        of Michigan, without regard to principles of conflicts of law. Borrower agrees
        that the state and federal courts in the County where the Lender is located
        shall have exclusive jurisdiction over all matters arising out of this Note,
        and
        that service of process in any such proceeding shall be effective if mailed
        to
        Borrower at the address set forth herein.

      


      17. JURY
        WAIVER.
        BORROWER,
        AND ANY ENDORSER OR GUARANTOR HEREOF, WAIVE THE RIGHT TO A TRIAL BY JURY
        OF ANY
        MATTERS ARISING OUT OF THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
        HEREBY.

      


      BORROWER:

      


      Birmingham
        Bloomfield Bancorp, Inc. a Michigan Corporation

      


      By:
        /S/
        Robert Farr

      Authorized
        Signer

      


      Robert
        Farr, President

      (Print
        name and Title)

      


      By:
        /S/
        Richard J. Miller

      Authorized
        Signer

      


      Richard
        Miller, Chief Financial Officer

      (Print
        name and Title)