**Exhibit 10.5
**Revolving Loan and Security Agreement**
     **Principal:** $5,000,000.00 **Loan Date:** August 26, 2004 **Maturity:** February 1,2005       **Borrower:** Desert Capital Reit, Inc. **Lender:** Beresford Bancorporation, Inc. 357 Renaissance Drive, Suite A   600 Main Street Las Vegas, NV 89919   Britton, SD 57430     (605) 448-2643
     This Revolving Loan Agreement (“Agreement”) is entered into this date byand between Desert Capital Reit, Inc., a Nevada Corporation (“Borrower”) andBeresford Bancorporation, Inc. (“Lender”).
     NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
     Section 1 . Periodic Loans. During the term hereof, Lender hereby agreesto make periodic loans to the Borrower in an aggregate principal amount at anyone time outstanding, not to exceed Five Million Dollars ($5,000,000.00)(“Maximum Amount”). During the term hereof, from time to time Borrower maynotify the Lender of its need to borrow funds pursuant to this Agreement.Within two business days of receipt of such notice from the Borrower seeking toborrow funds, the Lender shall forward such funds to the Borrower up to, but noin excess of, the Maximum Amount. This is a revolving loan. The amount repaidmay be reborrowed during the term.
     Section 2 . Periodic Finance Charges. All principal and interest thenoutstanding shall bear interest at the floating rate of the 10 year treasurybill plus 3% per annum.
     Section 3 . Payments. All interest outstanding shall be due and payableby the Borrower on a monthly basis in arrears. All principal and interest thenoutstanding shall be due and payable by the Borrower to the Lender on February1, 2005. The Borrower may, from time to time, in the Borrower’s discretion,make one or more periodic payments to the Lender. Such payments shall becredited to the Borrower’s account on the date that such payment is physicallyreceived by the Lender. Such payments shall be applied first to the interestoutstanding, and then to the principal outstanding.
     Section 4 . Term. This Agreement shall begin this date and shallterminate on February 1, 2005, unless terminated earlier pursuant to thedefault provisions of this Agreement or extended by mutual agreement. Borrowerhas option to extend the agreement until February 1, 2006 if there are nodefaults.
     Section 5 . Creation of Security Interest. In order to secure the paymentof the principal and interest now or hereafter owed by the Borrower to theLender, the Borrower hereby grants to the Lender a security interest in theproperty described below on the terms and conditions set forth in thisAgreement. The Borrower shall execute any financing statements regarding theCollateral, pursuant to the Uniform Commercial Code, which the Lender
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reasonably requests the Borrower to execute. The Property subject to thesecurity interest (“Collateral”) is as follows:
125% (One Hundred Twenty Five Percent) of the outstanding balance of thepromissory note shall be secured by mortgages and trust deeds owned bythe Borrower. The trust deeds and the mortgages shall be free and clearof all encumbrances to the extent of 125% of the outstanding balance.The Borrower is authorized to substitute mortgages and trust deeds,providing they are free and clear of all encumbrances and are current inpayment at all times. In the event of default of payments by theBorrower, the Borrower shall assign all interest in the collateral andsecurity to the Lender following any applicable notice or cure period fordisposition to fulfill all payments and obligations due and owing. Anyexcess monies shall be returned to the Borrower after the payment in fullof principal and interest in the event of nonpayment. In addition,Lender shall have access to the proceeds of any of the pledged propertyin the event there is a sale or disposition of the collateral secured,unless it is replaced by similar collateral.
Section 6 . Default Provisions. The occurrence of one or more of thefollowing events shall constitute an event of default:
     6.1 The nonpayment of any principal and/or interest of this loanwhen the same shall have become due and payable after a 10 day notice hasbeen given to Borrower by Lender.
     6.2 The entry of a decree or order by a court having jurisdiction inthe premises adjudging the Borrower a bankrupt or insolvent, or approvingas properly filed a petition seeking reorganization, arrangement,adjustment or composition of or in respect of the Borrower under thefederal Bankruptcy Act or any other applicable federal or state law, orappointing a receiver, liquidator, assignee or trustee of the Borrower,or any substantial part of its property, or ordering the winding up orliquidation of its affairs, and the continuance of any such decree ororder unstayed and in effect for a period of ninety (90) consecutivedays.
     6.3 The institution by the Borrower of proceedings to be adjudicateda bankrupt or insolvent, or the consent by it to the institution ofbankruptcy or insolvency proceedings against it, or the filing of anysuch petition or to the appointment of a receiver, liquidator, assigneeor trustee of the company, or of any substantial part of its property, orthe making by it of an assignment for the benefit of creditors or theadmission by it in writing of its inability to pay its debts generally asthey become due, or the taking of corporation action by the Borrower infurtherance of any such action.
     6.4 Default in the obligation of the Borrower for borrowed money,other than this loan, which shall continue for a period of sixty (60)days after the expiration of any cure periods under such loan.
     6.5 This Section 6 shall replace the “Default” provision in thenote, and any conflicts before this Section 6 and such “Default” sectionshall be governed by this Section 6.
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     Section 7 . Borrower’s Representations and Warranties. Perfection ofSecurity Interest. Borrower agrees to execute financing statements and to takewhatever other actions are reasonably requested by Lender to perfect andcontinue Lender’s security interest in the Collateral. Upon request of Lender,Borrower will deliver to Lender any and all of the documents evidencing orconstituting the collateral, and Borrower will note Lender’s interest upon anyand all chattel paper if not delivered to Lender for possession by Lender.This is a continuing Security Agreement and will continue in effect during theterm hereof even though all or any part of the indebtedness is paid in full andeven though for a period of time Borrower may not be indebted to Lender.
     Section 8 . Transactions involving Collateral. Except for inventory soldor accounts collected in the ordinary course of Borrower’s business, or asotherwise provided for in this Agreement, Borrower shall not sell, offer tosell, or otherwise transfer or dispose of the Collateral unless the Collateralthat is sold is replaced by similar Collateral or the funds used to pay thenote. Borrower shall not pledge, mortgage, encumber or otherwise permit theCollateral to be subject to any lien, security interest, encumbrance, orcharge, other than the security interest provided for in this Agreement,without prior written consent of lender. This includes security interests evenif junior in right to the security interests granted under this Agreement.Unless waived by Lender, all proceeds from any disposition of the Collateral(for whatever reason) shall be held in trust for Lender and shall not becommingled with any other funds; provided, however, this requirement shall notconstitutive consent by Lender to any sale or other disposition and shall notapply if the disposed collateral is replaced with similar collateral.
     Section 9 . Title. Borrower represents and warrants to Lender thatBorrower holds good and marketable title to the Collateral, free and clear ofall liens and encumbrances except for the lien of this Agreement. No financingstatement covering any of the Collateral is on file in any public office otherthan those which reflect the security interest created by this Agreement or towhich Lender has specifically consented. Borrower shall defend Lender’s rightsin the Collateral against the claims and demands of all other persons.
     Section 10 . Financing Statements. Borrower authorizes Lender to file aUCC-1 financing statement, or alternatively, a copy of this Agreement toperfect Lender’s security interest. At Lender’s request, Borrower additionallyagrees to sign all other documents that are necessary to perfect, protect, andcontinue Lender’s security interest in the Property. Borrower will pay allfiling fees, title transfer fees, and other fees and costs involved unlessprohibited by law or unless Lender is required by law to pay such fees andcosts. Borrower irrevocably appoints Lender to execute financing statementsand documents of title in Borrower’s name and to execute all documentsnecessary to transfer title if there is a default. Lender may file a copy ofthis Agreement as a financing statement.
     Section 11 . Attorney’s Fees; Expenses. Borrower agrees to pay upondemand all reasonable Lender’s costs and expenses, including Lender’sattorneys’ fees and Lender’s legal expenses, incurred in connection with theenforcement of this Agreement.
     Section 12 . Governing Law. This Agreement will be governed by, construedand enforced in accordance with federal law and the laws of the State of SouthDakota.
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     Section 13 . Waive Jury. All parties to this Agreement hereby waive theright to any jury trial in any action, proceeding, or counterclaim brought byany party against any other party.   **Borrower:**           Authorized signer for Desert CapitalReit, Inc. Authorized signer for Desert CapitalReit, Inc.   **Lender:**           Authorized signer for Beresford Bancorporation, Inc.
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