INTUIT INC
EXHIBIT 10.05
<DOCUMENT>
<TYPE>EX-10.05
<SEQUENCE>3
<FILENAME>f67733ex10-05.txt
<DESCRIPTION>EXHIBIT 10.05
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.05


                     SECURED BALLOON PAYMENT PROMISSORY NOTE

$1,030,500.00                                                 September 27, 2000

     1.   Borrower's Promise to Pay. FOR VALUE RECEIVED, the undersigned DENNIS
ADSIT ("Borrower") promises to pay to the order of INTUIT INC., a Delaware
corporation ("Intuit"), at 2632 Marine Way, Mountain View, California 94043,
Attention: Corporate Comptroller, in lawful money of the United States of
America, without offset or deduction, on or before September 29, 2010 (the
"Maturity Date"), the principal amount of ONE MILLION THIRTY THOUSAND FIVE
HUNDRED AND NO/100 DOLLARS ($1,030,500.00), with interest as set forth herein.
The address for receipt of payments hereunder may be changed at any time by the
Note holder upon ten (10) days' written notice to Borrower.

     2.   Purpose of Loan. The loan evidenced by this Note is being made for the
sole and exclusive purpose of assisting Borrower with the purchase of
residential real property located at __________________________, California (the
"Property"). Borrower acknowledges that the benefits of this loan are not
transferable.

     3.   Payments of Interest and Principal. This Note shall accrue interest
from the date of disbursement of the loan on the principal balance outstanding
from time to time at the rate of six and nine one-hundredths percent (6.09%) per
annum, compounded annually. Borrower shall pay to the Note holder, on each
anniversary date ("Anniversary Date") of the date of this Note, an amount equal
to all interest then accrued and unpaid. Borrower shall pay the entire principal
balance, all interest then accrued and unpaid, plus any other sums then due
hereunder, to the Note holder on the Maturity Date set forth herein. In the
event any sum due hereunder is not paid when due, interest shall be payable on
the unpaid amount, commencing at the date payment was due and continuing until
paid, at the rate of ten percent (10%) per annum. Payments shall be applied
first to interest accrued and then to the principal balance. However, in no
event shall the rate of interest payable under this Note exceed the maximum rate
permitted by applicable law, and if any payment in the nature of interest shall
cause the maximum rate to be exceeded, the portion of the payment in excess of
the maximum rate shall be applied to reduce the principal balance. Interest
payments for periods less than a year shall be prorated based on a 360-day year.

     4.   Right to Prepay. Provided Borrower is not then in default hereunder,
Borrower shall have the right to prepay all or any part of the outstanding
unpaid principal at any time without notice and without any prepayment charge.

     5.   Security. This Note is or will be secured by a deed of trust of even
date herewith (the "Deed of Trust") in favor of Intuit covering the Property,
executed by Borrower.


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The Deed of Trust shall be recorded in the Office of the County Recorder of San
Mateo County, California. Borrower agrees that all terms, covenants and
conditions of the Deed of Trust are made a part of this Note.

     6.   Events Triggering Immediate Repayment. In the event (i) Borrower's
name is removed from record ownership of the Property for any reason; or (ii)
Borrower transfers the Property or any part thereof, or any interest therein is
sold, agreed to be sold, conveyed or alienated, by operation of law or
otherwise, then, in each case, the entire principal balance of this Note and all
accrued interest, and irrespective of the Maturity Date set forth herein, shall
become immediately due and payable.

     7.   Additional Events Triggering Acceleration. In the event Borrower
ceases for any reason, including death, permanent disability, retirement or
termination, to be employed by Intuit Inc. or any of its subsidiary companies,
then the entire principal balance of this Note and all accrued interest shall
become due and payable on the earlier to occur of (i) ninety (90) days from the
date of death or permanent disability or ten (10) days from the date of
retirement or termination, as applicable, or (ii) the Maturity Date.

     8.   Insurance. Borrower agrees to keep the Property insured against loss
until this loan is repaid in full with, if requested by the Note holder, a loss
payable clause in favor of the Note holder.

     9.   Default.

     a.   Events of Default. Borrower shall be in default under this Note if any
of the following happen:

          (i)  Borrower does not pay the full amount of each payment required
     under this Note when due, or fails to comply with any terms or conditions
     set forth in this Note; or

          (ii) Borrower fails to comply with any terms or conditions set forth
     in the Deed of Trust; or

          (iii) Borrower voluntarily files bankruptcy or seeks legal relief from
     any debts under any state or federal law or if someone brings an
     involuntary petition in bankruptcy against him.

     b.   Rights of Note Holder Upon Default. If Borrower is in default, then
the entire balance of this Note, including all accrued interest, and
irrespective of the Maturity Date set forth herein, at the option of the Note
holder, shall become immediately due and payable and Note holder shall have all
rights and remedies in this Note, the Deed of Trust, and at law and in equity.
Borrower promises to pay to the Note holder all costs, charges and expenses,
including attorneys' fees, incurred in collection of the amounts due under this
Note, whether by foreclosure of the Deed of Trust or by other legal proceedings
or otherwise.


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     10.  Borrower's Waivers. Acceptance of any payment after default shall not
constitute a waiver of any such default. Any extension of time of payment of any
amounts due hereunder shall not affect Borrower's liability; Borrower hereby
waives demand, presentment for payment, notice of nonpayment, protest and notice
of protest.

     11.  Entire Agreement. This Note contains the entire agreement between the
parties hereto concerning the subject matter hereof and supersedes all prior
written or oral agreements between the parties with respect to the subject
matter hereof, and no addition to or modification of any term or provision shall
be effective unless set forth in writing, signed by all the parties hereto. Time
is of the essence for the performance of each and every covenant of Borrower
hereunder.

     12.  California Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.

     By executing this Note, Borrower agrees that he has received a fully
completed copy of this Note.


BORROWER:

/s/ Dennis Adsit
----------------
DENNIS ADSIT


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