EXHIBIT 10.5 PROMISSORY NOTE

PROMISE TO PAY: RRF Limited Partnership (“Borrower”) promises to pay Rare Earth Financial, L.L.C. (“Lender”), or order, the principal amount of $700,000, 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 March 1, 2008. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning on April 1, 2006, with all subsequent interest payments to be due on the same day of each month thereafter. Payments shall be applied first to any charges or sums (other than principal and interest) due and payable by Borrower, second to accrued and unpaid interest on the principal balance hereof, and then to further reduce the principal balance of this promissory note (“note”).

INTEREST RATE: The interest rate of this note shall be fixed at 7.0% per annum.

INTEREST CALCULATION: The annual interest rate for this note is computed on a 360-day year.

COLLATERAL: Borrower acknowledges that this note is secured by 49.0% of the units held by RRF Limited Partnership in Tucson Saint Mary’s Suite Hospitality L.L.C.

SUBORDINATION: The Lender agrees that (i) the indebtedness evidenced by this note is and shall be subordinated in right of payment, to the extent and in the manner provided herein, to the prior payment in full of any indebtedness under the Trust's loans or lines of credit, whether heretofore or hereafter made or entered into, with commercial banks or other entities engaged principally in the business of lending money (each a "Senior Lender"), and (ii) the security interest referred to above in the paragraph titled "Collateral" is and shall be subject and subordinate in all respects to any liens, terms, covenants and conditions of any secured loans or lines of credit with Senior Lenders, whether heretofore or hereafter made or entered into, and to all advances thereunder, whether heretofore or hereafter made pursuant to such loans or lines of credit. The Lender agrees that during the term of this note it will not commence, or

join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings with respect to the Borrower, without each Senior Lender's prior written consent.

Borrower hereby waives for itself and, to the fullest extent not prohibited by applicable law, for any subsequent lienor, any right Borrower may now or hereafter have under the doctrine of marshaling of assets or otherwise which would require Lender to proceed against certain property before proceeding against any other property.

DEFAULT: Borrower hereby agrees that in the event part of the principal or interest is not paid when due or the entire note is not paid when due, then the rate of interest on this note shall, at the election of Lender upon ten (10) days prior written notice, be increased to nine and 00/100 percent (9.00%) per annum or the highest rate for which the parties may agree under applicable law, whichever is less (the “Default Rate”). Borrower shall be obligated thereafter to pay interest on the then unpaid principal balance of the note at the Default Rate, both before and after judgment, to be computed from the due date through and including the date of actual receipt of the overdue payment, whether a payment of interest or the entire note. Nothing herein shall be construed as an agreement or privilege to extend the date of the payment or any installment o