Exhibit 10.23

                      EMPLOYMENT AND NON-COMPETE AGREEMENT

      This Employment and Non-Compete  Agreement is entered into effective as of
the 1st day of  January  2005,  by and  between  AmeriFirst,  Inc.,  a  Delaware
corporation (the "Company"), and John G. Tooke (the "Employee").

A. PURPOSE AND INTENT

The  Company  wishes to attract  and retain  well-qualified  executives  and key
personnel and to assure itself of the continuity of its management. The Employee
will serve as the Chief  Executive  Officer of the Company  and as an  executive
officer  of one or more of its  subsidiaries  and  affiliates,  and the  Company
desires to be assured of the continued services of the Executive.

B. DUTIES AND COMPENSATION

      1. Duties.  For so long as Employee is employed by the  Company,  Employee
shall perform such duties as may be assigned by the Company, consistent with the
duties of a CEO and subject to the Company's  policies and  procedures as may be
adopted  from  time,  whether  written  or not.  Employee  agrees to devote  his
full-time best efforts,  energy and skill to the performance of his duties under
this  Agreement in a manner which will further the business and interests of the
Company.

      2. Salary and Bonus.

      (a) In exchange for the services Employee shall provide Company under this
Agreement,  during the term hereof, Company agrees to pay Employee a base salary
of Twelve  Thousand Five Hundred  Dollars  ($12,500) per month,  effective as of
July 1, 2004. Base salary shall be payable in bi-weekly installments.

      (b)  Employee  shall  be paid a bonus  equal to five  percent  (5%) of the
Company's  Net  Operating  Income up to a maximum  annual bonus of $250,000 (the
"NOI Bonus"). The NOI Bonus shall be calculated on a trailing twelve month basis
and shall be paid quarterly by the 15th day of the month  following each quarter
end. Upon receipt of audited or reviewed  annual  financial  statements from the
Company's regular certified public accountants,  any adjustment to the NOI Bonus
required to reflect  the actual net  operating  income of the  Company  shall be
immediately  paid to Employee (if such adjustment shows amounts due to Employee)
or deducted from the next scheduled payment of the NOI Bonus (if such adjustment
shows amounts due from Employee).  As used herein,  "Net Operating Income" shall
mean the Company's gross revenue,  less expenses and before  principal  payments
due on Operational Loans or Non-Operational Loans (as those terms are defined in
that certain Recapitalization  Agreement of the Company dated as of December 31,
2004).

      (c)  Employee  shall also be entitled  to  additional  bonuses,  as may be
awarded from time to time by the Board of Directors of Company.
<PAGE>

      3. Other Benefits.  During the Term of this  Agreement,  Employee shall be
entitled to participate in such benefit plans as may be made available from time
to time by the Company, including health insurance benefits. Employee shall also
receive an automobile  provided at the expense of the Company,  consistent  with
prior practice,  and  reimbursement  of business  expenses  consistent with such
policies and procedures as are adopted by the Company.

      4.  Taxes.  Employee  acknowledges  that any  amounts  payable  under this
Agreement,  including  salary  payable  under  Section 2  hereof,  shall be paid
subject to all  applicable  taxes  required  to be  withheld  by  Company  under
federal, state or local law. Company will withhold and remit taxes in accordance
with applicable law. Employee agrees that Employee is solely responsible for all
taxes  imposed by reason of receipt of any amounts of  compensation  or benefits
payable under this Agreement.

      6.12 C. TERM AND TERMINATION

      1. Term. The Company agrees to employ  Employee,  subject to the terms and
conditions hereof,  for a period of two (2) years,  unless earlier terminated as
provided  below.  Thereafter,  this  Agreement  shall  automatically  renew  for
additional one (1) year terms, unless earlier terminated as provided below.

      2.  Termination  for  Cause.  The  Company,  acting  through  its Board of
Directors,  may terminate this  Agreement,  effective  immediately  upon written
notice to Employee (or his estate or guardian,  if  applicable),  for any of the
following reasons ("Cause"):

      (a) Employee's death;

      (b)  Employee's  total  disability to perform his normal duties for ninety
(90) days or more during this Agreement;

      (c) Employee's  conviction or entering a plea of guilty or nolo contendere
to his alleged commission, as principal, accomplice or accessory, of a felony or
any crime involving moral turpitude;

      (d)  Employee's  violation of any covenant set forth in the  Stockholders'
Agreement  or  Recapitalization  Agreement  dated of even date  herewith,  which
violation is not cured within  thirty (30) days of receipt of written  notice of
same; or

      (e) unauthorized  disclosure or threatened  disclosure of any trade secret
or  Confidential  Information (as defined below) of Company or the commission of
an intentional act which  constitutes a breach of Employee's  noncompetition  or
nonsolicitation obligations to Company as set forth herein.
<PAGE>

      3. Effect of  Termination.  Upon  termination of this  Agreement,  neither
party  shall  have any  further  obligation  to the other  hereunder  other than
payments  due by the  Company for the  services of Employee  through the date of
termination  and  reimbursement  for  expenses  incurred  through  the  date  of
termination.

D. CONFIDENTIALITY OF INFORMATION

      1.  Information.  Employee  acknowledges that in his position with Company
Employee will be exposed to and receive information relating to the confidential
affairs of Company or its  affiliates,  including,  but not limited to, business
and marketing plans, pricing and cost information,  competitive data, financing,
expansion  plans,  business  policies  and  practices,   and  other  information
considered  by Company or any of its  affiliates to be  confidential  and in the
nature of trade secrets (collectively, the "Confidential Information"). Employee
agrees that during the term of this  Agreement  and for a period of one (1) year
after the termination of Employee's service as President, Employee will keep the
Confidential  Information  confidential,  not use it for his personal benefit or
the benefit of any person or entity other than  Company,  not disclose it to any
third person or entity  without the prior written  consent of Company,  and will
not  take  or  fail to  take  any  action  which  will  cause  the  Confidential
Information to lose its confidential nature.

      2.  Return of  Confidential  Information  and Company  Property.  Employee
acknowledges  and agrees that all files,  records,  data,  material and customer
lists used or obtained by Employee in the course of his employment  with Company
are the property of Company and will not be removed from the  Company's  offices
in any form  without the  Company's  consent.  Employee  agrees to return to the
Company,  on or  promptly  after his  resignation  or  termination,  all Company
property or copies  thereof (in whatever  form)  including,  but not limited to,
files, records,  computer access codes, credit cards,  computer programs,  keys,
card key passes,  manuals,  documents,  business  plans and other property which
Employee  received  or  prepared  or helped to  prepare in  connection  with his
employment with Company.  Furthermore,  Employee agrees to assign to Company all
right,  title  and  interest  in  such  property,   and  any  other  inventions,
discoveries  or works of authorship  that Employee  creates within the scope and
during the course of his employment.

E. NON-COMPETE

      1. For so long as Employee is employed by the Company, and for a period of
twenty-four (24) months thereafter, the Employee will not directly or indirectly
own, manage,  operate,  control,  be employed by, or contract with any person or
business  engaged  in the  Restricted  Business  and  domiciled  in the State of
Florida or Camden County, Georgia. As used herein, the Restricted Business shall
mean the business of  purchasing  life  insurance  policies  from policy  owners
desiring  to sell their life  insurance  policy for less than face  value,  also
known as the viatical and life settlements business.
<PAGE>

F. MISCELLANEOUS

      1. This Agreement  shall be construed,  and the validity,  performance and
enforcement thereof shall be governed, by the laws of the State of Florida.

      2. If any provision of this Agreement shall,  for any reason,  be adjudged
by any court of  competent  jurisdiction  to be invalid or  unenforceable,  such
judgment shall not affect,  impair or invalidate the remainder of this Agreement
but shall be  confined  in its  operation  to the  provision  of this  Agreement
directly  involved in the  controversy  in which such  judgment  shall have been
rendered.

      3. In the event of any dispute  hereunder,  the prevailing  party shall be
entitled to recover its costs and fees, including attorneys' fees and expenses.

      4. This  Agreement  may be  assigned  by the  Company to its parent or any
entity controlled by, or under common control with Company,  without the consent
of Employee. Any other assignment of this Agreement shall require the consent of
Employee.  This  Agreement  shall  terminate  upon the filing by or against  the
Company of any petition in bankruptcy or other insolvency proceeding.

      5. This Agreement represents  Employee's entire understanding with Company
with regard to his  employment  and may be changed  only by a written  agreement
signed by an authorized representative of Company and Employee.

IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this
Employment Agreement as of the day and year first above written.

EMPLOYEE:                              COMPANY:

                                       AmeriFirst, Inc.

/s/ John G. Tooke                      By: /s/ Irving Y. Strickstein
-----------------------------------    -----------------------------------------
John G. Tooke                             Irving Y. Strickstein
                                          Chairman of the Board of Directors