EXHIBIT 10.5

CONSOLIDATED AND
AMENDED AND RESTATED
PROMISSORY NOTE

        WHEREAS, NTS DEVELOPMENT COMPANY , a Kentucky corporation having an address of 10172 Linn Station Road, Louisville, Kentucky, 40223 (“Lender”) has made certain loans and advances to NTS MORTGAGE INCOME FUND (“MIF”), a Delaware corporation having an address of 10172 Linn Station Road, Louisville, Kentucky 40223 (sometimes referred to hereinafter as “Borrower”), which loans and advances are evidenced by the following promissory notes:

        (a) that certain Promissory Note dated January 1, 2009 made by Borrower payable to the order of Lender in the face principal amount of Two Hundred Thirty Thousand Seven Hundred Fifty Nine Dollars and Fifty One Cents ($230,759.51) (“Note 2009-1”); and

        (b) that certain Promissory Note dated February 1, 2009 made by Borrower payable to the order of Lender in the face principal amount of Eighteen Thousand Two Hundred Thirty Dollars and Sixty Five Cents ($18,230.65) (“Note 2009-2”); and

        (c) that certain Promissory Note dated March 1, 2009 made by Borrower payable to the order of Lender in the face principal amount of Nineteen Thousand Four Hundred Fourteen Dollars and Forty Three Cents ($19,414.43) (“Note 2009-3”); and

        Note 2009-1, Note 2009-2 and Note 2009-3 are sometimes hereinafter referred to collectively as the “Notes.”

        WHEREAS, Lender has made additional advances or loans to the Borrower during the month of March 2009 for payroll billings and overhead fees in the aggregate amount of Twenty One Thousand Eight Hundred Nine Dollars and Twenty Four Cents ($21,809.24) (the “Advances”); and

        WHEREAS, for the convenience of Borrower and Lender, the parties have agreed to consolidate, amend and restate the Notes in their entirety hereunder and to include the amount of the Advances in the principal balance due under the Notes (the “Consolidated and Amended and Restated Note”), which consolidation, amendment and restatement shall in no manner constitute a repayment, satisfaction or novation of the indebtedness evidenced by the Notes;

        NOW THEREFORE, Borrower makes and grants to Lender this Consolidated and Amended and Restated Note (the “Note”) under the following terms:

         FOR VALUE RECEIVED, the undersigned, NTS MORTGAGE INCOME FUND (“MIF”), a Delaware corporation having a mailing address of 10172 Linn Station Road, Louisville, Kentucky 40223 (sometimes referred to herein as “Borrower”) hereby promises and

agrees to pay to the order of NTS DEVELOPMENT COMPANY , a Kentucky corporation (“Lender”), in lawful money of the United States of America in immediately available funds at its offices located at 10172 Linn Station Road, Louisville, Kentucky, 40223, the principal sum of TWO HUNDRED NINETY THOUSAND TWO HUNDRED THIRTEEN DOLLARS AND EIGHTY THREE CENTS ($290,213.83) (the “Loan”), together with interest on the unpaid balance thereof accruing at the rate per annum set forth below.

    1.        Interest Rate . The principal balance of the Loan will bear interest at a rate per annum (calculated on the basis of the actual number of days that principal is outstanding over a year of 360 days) equal to the sum of (A) the Index, plus (B) one and three quarters percent (1 ¾ %) per annum. The Index is the rate of interest per annum equal to LIBOR. “LIBOR” shall mean the rate per annum determined by the Lender by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100 ^th of 1%) (x) the Published Rate by (y) a number equal to 1.00 minus the percentage prescribed by the Federal Reserve for determining the maximum reserve requirements with respect to any eurocurrency funding by banks on such day. “Published Rate” shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one month period as published in another publication determined by Lender). The rate of interest charged shall be adjusted as of each Business Day based on changes in LIBOR without notice to Borrower, and shall be applicable to the then outstanding balance under the Loan from the effective date of any such change. If LIBOR applies, all calculations of interest on the Loan will be computed on the basis of a year of 360 days and paid on the actual number of days elapsed.

        If Lender determines (which determination shall be final and conclusive) that, by reason of circumstances affecting the eurodollar market generally, deposits in dollars (in the applicable amounts) are not being offered to banks in eurodollar market for the selected term, or adequate means do not exist for ascertaining LIBOR, then Lender shall give notice thereof to Borrower. Thereafter, until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, (a) the availability of LIBOR shall be suspended, and (b) the interest rate per annum equal to the sum of (A) the Prime Rate minus (B) three quarters percent (.75%) (the “Base Rate”). The Prime Rate is the rate publicly announced by PNC Bank National Association (“PNC Bank”) from time to time as its prime rate; it is not tied to any rate external to PNC Bank or index and does not necessarily reflect the lowest rate of interest actually charged by PNC Bank to any particular class or category of customers. The rate of interest charged shall be adjusted when the Prime Rate changes without notice to Borrower, and shall be applicable to the then outstanding balance under the Loan from the effective date of any such change.

        In addition, if, after this date, Lender shall determine (which determination shall be final and conclusive) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or

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administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank of comparable agency shall made it unlawful or impossible for Lender to make or maintain or fund loans bearing interest based on LIBOR, Lender shall notify Borrower. Upon receipt of such notice, until Lender notifies Borrower that the circumstances giving rise to such determination no longer apply, (a) the availability of LIBOR shall be suspended, and (b) the interest rate for the unpaid balance of the Loan advances shall be converted to the next Business Day to the Base Rate. For purposes hereof “Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Louisville, Kentucky.

        In no event will the rate of interest hereunder exceed the maximum rate allowed by law.

    2.        Payment Terms . Interest shall be due and payable commencing on the first day of each month beginning May 1, 2009 until December 31, 2009 on which date all outstanding principal and accrued interest shall be due and payable in full (the “Maturity Date”). Payments received