EXCLUSIVE AGENCY AGREEMENT


     This Exclusive  Agency  Agreement (the  "Agreement") is entered into by and
among  Wilkerson  Consulting,   Inc.  ("Agent"),   a  Nevada  corporation,   and
Ameri-First Financial Group, Inc. ("AFG"), a Delaware corporation.


                                    RECITALS

     WHEREAS,  AFG desires to retain  Agent to act as its  exclusive  agent with
respect to the  acquisitions  of hotels and motels by AFG on a worldwide  basis;
and

     WHEREAS, Agent desires to be retained in such capacity.

     NOW,  THEREFORE,  in  consideration  of  the  covenants,   agreements,  and
considerations set forth below, the parties agree as follows:


                                    AGREEMENT

     1.  Appointment as Exclusive  Agent.  By execution of this  Agreement,  AFG
hereby appoints Agent as its exclusive agent with respect to the acquisitions of
hotels and motels by AFG and/or its subsidiaries on a worldwide basis.

     2.  Services  Performed  by Agent.  Agent hereby  represents  that it shall
perform the following services:

          a.   Review and analyze any  contracts  submitted to Agent by AFG that
               relate to the  acquisition of hotels and motels by AFG and/or any
               of its  subsidiaries  and give  AFG  comments  on such  contracts
               determined to be pertinent by Agent;

          b.   Review  and  analyze  any books and  records of hotels and motels
               under  consideration  for  purchase  by  AFG  (and/or  any of its
               subsidiaries)  submitted to Agent by AFG and give AFG comments on
               such books and records determined to be pertinent by Agent; and

          c.   Attempt to locate and  present to AFG hotels and motels  that are
               suitable for acquisition by AFG.

     2.  Consideration  to AFG.  AFG  shall  have a right  of first  refusal  to
purchase  any  hotel  or  motel  to be sold by any  entity  that  is  owned  by,
controlled  by, or  associated  with Charles K.  Wilkerson on the same terms and
conditions  agreed to by a third  party  buyer.  Additionally,  AFG shall have a
right of first  refusal to purchase any hotel or motel placed under  contract by
Charles  K.  Wilkerson  or any  entity  that is  owned  by,  controlled  by,  or
associated  with  Charles  K.  Wilkerson.  AFG shall  have five (5) days,  after
receipt of a written notice (the "Notice")  containing the terms of any proposed
(i) sale of a hotel or motel or (ii) purchase of a hotel or motel, to give Agent
written  notice  of its  intent  to  purchase  such  hotel or motel on the terms
contained in the Notice. Time is of the essence with respect to this Section 2.
<PAGE>

     3.  Compensation  to Agent.  For and in  consideration  of  performing  the
above-described services, Agent shall be paid a fee as follows:

     a.   2.0% of the  purchase  price of any  hotel or motel  purchased  by AFG
          and/or its  subsidiaries  in cash or its  equivalent  in United States
          Dollars; and

     b.   Common  stock of AFG  (restricted  pursuant to Rule 144 of the General
          Rules of the Securities and Exchange Commission,  as promulgated under
          the  Securities Act of 1933, as amended) in an amount equal to 2.0% of
          the purchase  price of any hotel or motel  purchased by AFG and/or its
          subsidiaries, based on the published "Bid" price of such common stock.

The  above  described  fee shall be paid to Agent by AFG at the  closing  of the
purchase of any hotel or motel by AFG during the term of this Agreement.

     4.  Term.  This  Agreement  shall  terminate  on the  earlier  of  (i)  the
expiration of five (5) year(s), (ii) the death of Charles K. Wilkerson, or (iii)
the voluntary  termination of this  Agreement by Agent.  In the event that Agent
should  terminate  this  Agreement,  he shall give AFG thirty (30) days' advance
written notice.


     5.  Notices.  All notices to the parties  hereto shall be at the  following
addresses:

         If to Agent:       Wilkerson Consulting, Inc.
                            3873 F.M. 2728
                            Kaufman, Texas 75142
                            Attn: Charles K. Wilkerson

         If to AFG:         Ameri-First Financial Group
                            Corp.
                            4514 Cole Avenue Suite 600
                            Dallas, Texas 75205
                            Attn:__________________

All  notices to any party  shall be in writing  and  delivered  to such party or
deposited  in the United  States Mail in an  envelope,  registered  or certified
mail,  with  postage  prepaid,  addressed to such party as set forth above or at
such other address as such party shall have previously  designated in the manner
set forth  herein.  All notices  shall be deemed  given when  delivered,  or, if
mailed, on the third business day after the mailing.
<PAGE>


     6. Governing Law; Venue.  This Agreement shall be governed by and construed
in accordance  with the general laws of the United States of America.  VENUE FOR
ANY  CAUSE OF ACTION  RELATED  TO THIS  AGREEMENT  SHALL BE  EXCLUSIVELY  DALLAS
COUNTY, TEXAS.

     7.  Multiple  Counterparts.  This  Agreement  has been executed in multiple
counterparts,  each  copy of which is deemed to be an  original  and  constitute
collectively one agreement.

     8. Parties Bound.  This Agreement and the terms and provisions hereof shall
inure  to the  benefit  of and  be  binding  on the  parties  hereto  and  their
respective heirs, executors, legal representatives,  successors in interest, and
assigns.

     9. Entire  Agreement.  This Agreement  contains the entire agreement by and
among the parties,  and no promise,  representation,  warranty,  or covenant not
included  in this  Agreement  or any such  referenced  agreement  has been or is
relied upon by the parties.

     EXECUTED to be effective as of the 8th day of June, 2000.





                                      WILKERSON CONSULTING, INC.,
                                      a Nevada corporation,


                                    By: /s/ Charles K. Wilkerson
                                       -------------------------------
                                       Charles K. Wilkerson, President






                                      AMERI-FIRST FINANCIAL GROUP, INC.,
                                      a Delaware corporation


                                      By: /s/ Jeffrey C. Bruteyn
                                         ------------------------------
                                         Jeffrey C. Bruteyn, President


ACCEPTED AND AGREED:
--------------------


/s/ CHARLES K. WILKERSON
--------------------
CHARLES K. WILKERSON

Dated:
      -------------