Exhibit 10.19

                      AMENDED AND RESTATED PROMISSORY NOTE

$150,000                                                      December 31, 2004
                                                              St. Marys, Georgia

      FOR  VALUE  RECEIVED,  the  undersigned,   AmeriFirst,  Inc.,  a  Delaware
corporation,  whose address is 814 N. A1A, Suite 300, Ponte Vedra Beach, Florida
32082  (the  "Borrower"),  hereby  promises  to pay to the  order of  Irving  Y.
Strickstein Revocable Living Trust (the "Lender"), whose address is 2267 Shankin
Drive,  Walled Lake,  Michigan  48390,  the  principal  sum of ONE HUNDRED FIFTY
THOUSAND  and  no/100  Dollars  ($150,000.00),  together  with  interest  on the
outstanding  principal  balance  hereof at the rate provided  herein.  This Note
evidences the 2004 IYS Loan 5.3 of that certain Recapitalization Agreement dated
of even  date  herewith  by and  between  Borrower,  Lender  and  certain  other
stockholders of Borrower (the "Recapitalization  Agreement").  Capitalized terms
used and not  otherwise  defined in this Note shall have the  meanings  assigned
thereto in the  Recapitalization  Agreement.  This Note shall be governed by the
following provisions:

      1. Advances. The Borrower and the Lender acknowledge and agree that Lender
has previously made a loan to Borrower in the amount of $50,000 on June 10, 2004
and a subsequent  loan in the amount of $100,000 on December 30, 2004. This Note
evidences and consolidates those loans.

      2. Payments;  Maturity  Date.  Subject to the provisions of Section 1.6 of
the Recapitalization  Agreement, the Borrower will apply a percentage of its Net
Operating  Income to the repayment of this Note. All amounts due hereunder shall
be due and payable on July 1, 2006.

      3. Interest.  Except as provided in Section 6 below, interest shall accrue
at the rate of eight percent (8.0%) per annum from the date of advance.

      4.  Prepayments.  The  Borrower  shall be  entitled to prepay this Note in
whole or in part at any time without penalty.

      5. Application of Payments.  All payments hereunder shall be applied first
to interest, then to principal.

      6. Default. Nonpayment of principal, interest, any fee or any other amount
due  hereunder  as and when it becomes due and payable  shall be  considered  an
Event of Default hereunder.

If any Event of Default  shall  occur,  the Lender may declare  the  outstanding
principal  of this Note,  and all other  amounts  payable  under this Note to be
forthwith due and payable. Thereupon, the outstanding principal of this Note and
all  such  amounts  shall  become  and be  forthwith  due and  payable,  without
presentment,  demand,  protest or further  notice of any kind,  all of which are
hereby
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expressly  waived by the Borrower.  Upon the occurrence of any Event of Default,
the  outstanding  principal of this Note,  and any accrued and unpaid  interest,
shall bear  interest at the  highest  lawful  rate  permitted  under the laws of
Florida.

      7. Expenses.  All parties liable for the payment of this Note agree to pay
the Lender all costs  incurred by it in connection  with the  collection of this
Note. Such costs include,  without limitation,  fees for the services of counsel
and legal  assistants  employed  to collect  this  Note,  whether or not suit be
brought,  and whether incurred in connection with collection,  trial,  appeal or
otherwise.

      8. Miscellaneous.  The Borrower and all sureties, endorsers and guarantors
of this Note shall make all  payments  hereunder  in lawful  money of the United
States at the  Lender's  address set forth  herein or at such other place as the
Lender may designate in writing.  The remedies of the Lender as provided  herein
shall be cumulative and concurrent,  and may be pursued singly,  successively or
together,  at the sole discretion of the Lender and may be exercised as often as
occasion  therefor shall arise.  No act of omission or commission of the Lender,
including  specifically  any failure to exercise any right,  remedy or recourse,
shall be  effective,  unless  set forth in a written  document  executed  by the
Lender,  and then only to the extent  specifically  recited therein. A waiver or
release with reference to one event shall not be construed as  continuing,  as a
bar to, or as a waiver or release of any subsequent right, remedy or recourse as
to any subsequent event. This Note shall be construed and enforced in accordance
with  Michigan  law and shall be binding on the  successors  and  assigns of the
parties  hereto.  The term "Lender" as used herein shall mean any holder of this
Note.

                                       AMERIFIRST, INC.

                                       By: /s/ John G. Tooke
                                           -------------------------------------
                                           John G. Tooke, President
<PAGE>

STATE OF GEORGIA
COUNTY OF CAMDEN

      The  foregoing  instrument  is  dated as of  December  31,  2004,  but was
executed,  acknowledged  and delivered  before me this 30th day of December,  by
John G. Tooke. He is personally  known to me or has produced  Florida Drivers ID
as identification  and did, in my presence,  execute this Promissory Note to and
in favor of the forenamed  Lender and delivered the same to me, whereupon I have
received same and placed it in Federal  Express for overnight  delivery to Harry
Eisenberg,  Jacob &  Weingarten,  2301 W. Big  Beaver  Road,  Suite  777,  Troy,
Michigan 48084, as agent for and on behalf of Lender.

                                       /s/ Kathleen A.  Lenehan
                                       ----------------------------------------
                                       Notary Public, State and County Aforesaid
                                       Print Name: Kathleen A. Lenehan
                                                   -----------------------------
SEAL                                   My commission expires: 3/6/07