PROMISSORY NOTE

Exhibit 10.5

PROMISSORY NOTE

(Facility 2 - Term Loan)

1.              Borrower’s Promise To Pay .

FOR VALUE RECEIVED, THE INVENTURE GROUP, INC. , a Delaware corporation (the “Borrower”), promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION , a national banking association (the “Bank”), at 101 N. First Avenue, Suite 1600, Phoenix, Arizona  85003 , Attention:  Commercial Banking , or at such other place as the holder of this Note may from time to time designate, the principal sum of Six Million and No/100 Dollars ($6,000,000.00) (“Loan Amount”), or such lesser amount as may be advanced and outstanding under this promissory note (the “Note”), plus interest as specified in this Note.  Bank shall not be required to make any advance if that would cause the outstanding principal of this Note to exceed the Loan Amount.  This Note evidences a term loan (“Loan”) made by Bank to Borrower pursuant to the terms of a loan agreement (the “Loan Agreement”) between Bank and Borrower of even date herewith.

This Note is secured by a certain Security Agreement (Blanket - All Business Assets) being executed by Borrower in favor of Bank dated of even date herewith (the “Security Agreement”) and may be secured by other collateral .  This Note and the Loan Agreement, together with all other documents which evidence, guaranty, secure, or otherwise pertain to the Loan collectively constitute the “Loan Documents.”  Some or all of the Loan Documents, including the Loan Agreement, contain provisions for the acceleration of the maturity of this Note.  This Note is subject to the terms and conditions of the Loan Agreement.  Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

2.              Maturity Date .  All principal and all accrued and unpaid interest and other sums due hereunder shall be due and payable on May 31, 2014 (the “Maturity Date”) .

3.              Interest Rate and Payment Terms .

3.1            Interest Rate .  Interest on each advance hereunder shall accrue at an annual rate equal to the LIBOR Rate Margin (as such term is defined below) plus the one-month LIBOR rate quoted by Bank from Reuters Screen LIBOR01 Page or any successor thereto, which shall be that one-month LIBOR rate in effect two New York Banking Days prior to the beginning of each calendar month, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate to be reset at the beginning of each succeeding month.  The term “ New York Banking Day ” means any day (other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York.  If the initial advance under this Note occurs other than on the first day of the month, the initial one-month LIBOR rate shall be that one-month LIBOR rate in effect two New York Banking Days prior to the date of the initial advance, which rate plus the percentage described above shall be in effect for the remaining days of the month of the initial advance; such one-month LIBOR rate to be reset at the beginning of each succeeding month.  Bank’s internal records of applicable interest rates shall be determinative in the absence of manifest error.

The term “LIBOR Rate Margin” means (A) through and including November 15, 2007 , one and sixty-five hundredths percent (1.65%) (165 basis points), and (B) thereafter the tiered LIBOR Rate Margin determined in accordance with Fee and Rate Schedule attached as Exhibit C to the Loan Agreement, adjusted quarterly, as determined by Bank, based upon Bank’s testing of the Leverage Ratio (as such term is defined in the Loan Agreement) in accordance with the terms of the Loan Agreement.

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3.2           Separate Principal Plus Interest Payments .

(a)            Interest Payments .  Interest is payable beginning July 1, 2007 , and on the same date of each CONSECUTIVE month thereafter, with a final interest payment with the final payment of principal.

(b)            Monthly Principal Payments .  Borrower shall make monthly payments of principal each in the amount of Seventy-One Thousand Four Hundred Twenty-Eight and 57/100 Dollars ($71,428.57) on the first day of each month beginning on July 1, 2007 .

3.3           Principal Prepayments .  Borrower may prepay some or all of the principal under the Loan, from time to time, without payment of any prepayment premium or fee.

4.              General Interest and Payment Terms .

4.1           Note Rate .  The interest rate in effect from time to time under this note is herein referred to as the “Note Rate.”

4.2           Effective Contracted Rate .  Borrower agrees to pay an effective contracted for rate of interest equal to the rate of interest resulting from all interest payable as provided in this Note plus the additional rate of interest resulting from (a) any loan or facility fee(s) or other similar fees described or defined in the Loan Documents, and (b) all Other Sums.  For purposes hereof, the “Other Sums” shall mean all fees, charges, goods, things in action, or any other sums or things of value (other than interest payable as provided in this Note and any loan or facility fee) paid or payable by Borrower, whether pursuant to this Note, any of the other Loan Documents, or any other document or instrument in any way pertaining to this lending transaction, that may be deemed to be interest for the purpose of any law of the State of Arizona, or any other applicable law, that may limit the maximum amount of interest to be charged with respect to this lending transaction.  The Other Sums shall be deemed to be interest and part of the “contracted for rate of interest” for the purposes of any such law only.

4.3           Usury Savings Clause .  It is expressly stipulated and agreed to be the intent of Borrower and Bank at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Bank to contract for, charge, take, reserve, or receive greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in this Note and the other Loan Documents.  If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount charged, taken, reserved, or received with respect to the Loan, or if Bank’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower, results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Bank’s express intent that all such excess amounts theretofore collected by Bank shall be credited to the principal balance of this Note and all other indebtedness, and that the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.  All sums paid or agreed to be paid to Bank for the use, forbearance, or detention of the Loan shall, to the extent not prohibited by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the maximum lawful rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

4.4           Calculation of Interest .  Interest will be computed for the actual days elapsed on the basis of a three hundred sixty (360) day year, which results in more interest than if a three hundred sixty-five (365) day year method were used.

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4.5           Payments .  Except as otherwise provided herein, a ll amounts payable under this Note are payable in lawful money of the United States during normal business hours on a Banking Day.  For purposes hereof, “Banking Day” means a day, other than a Saturday or Sunday, on whic