Exhibit 10.16

                                 LOAN AGREEMENT

      THIS LOAN  AGREEMENT is entered into as of the 9th day of July 2004 by and
between AmeriFirst, Inc., a Delaware corporation ("AmeriFirst"),  and Lee Tawes,
("Tawes").

                                   Background

      AmeriFirst is in the viatical and life settlement business.  Tawes desires
to loan Six Hundred  Thousand ($ 600,000)  Dollars (the  "Loan") to  AmeriFirst.
AmeriFirst and its shareholders  have entered into that certain Letter Agreement
dated of even date herewith (the "Letter  Agreement") which  contemplates and is
conditioned  upon Tawes making the Loan.  As an  inducement  to make the Loan to
AmeriFirst, Tawes will receive a 10% equity interest in AmeriFirst.  Capitalized
terms used and not  otherwise  defined  herein shall have the meanings  assigned
thereto in the Letter Agreement.

                                    Agreement

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

      1. Loan. Tawes shall loan to AmeriFirst,  and AmeriFirst shall borrow from
Tawes,  the sum of Six  Hundred  Thousand  Dollars  ($600,000),  to be funded as
follows:  $200,000  shall be wired to the account of AmeriFirst on July 9, 2004,
$200,000 on August 9, 2004 and the remaining  $200,000 on September 9, 2004. The
Loan shall be  evidenced  by a Promissory  Note in the form  attached  hereto as
Exhibit A (the "Note").

      2. Repayment of the Loan. The Loan,  together with interest accrued at the
rate of eight  percent  (8.0%) per annum,  shall be paid from the Net  Operating
Income of  AmeriFirst  in  accordance  with the  provisions  of Section 3 of the
Letter  Agreement;  provided,  however,  the  repayment  of the  Loan  shall  be
subordinate to the repayment of the  Operational  Loans and subject to the terms
of the Letter Agreement and any definitive documentation executed by AmeriFirst,
the  Shareholders  and Tawes,  incorporating  the terms  thereof.  Tawes  hereby
acknowledges receipt of a copy of the executed Letter Agreement.

      3.  Equity  Interest;  Board  Seat.  As an  inducement  to make the  Loan,
AmeriFirst agrees to grant to Tawes capital stock equal to a 10% equity interest
in AmeriFirst and appoint Tawes to a vacant seat on its Board of Directors, each
in accordance with the terms of the Letter  Agreement.  In the event Tawes fails
to fully fund the Loan,  then Tawes  shall not be  entitled to either the equity
interest or Board appointment contemplated by this Section 3.

      4. Governing Law; Venue.  This Agreement shall be governed in all respects
by the laws of the State of Florida, without regard to any rules of conflict and
choice  of  laws  that  would

<PAGE>

require the application of laws of another jurisdiction.  The parties hereto (i)
agree that any suit, action or other legal proceeding arising out of or relating
to  this  Agreement  shall  be  brought  and  heard  in  a  court  of  competent
jurisdiction  in the State of Florida and the United States  District  Court for
the Middle  District of Florida,  (ii) consent to the  jurisdiction  of any such
court in any such suit,  action or proceeding,  and (iii) waive any objection to
the laying of venue of any such suit,  action or  proceeding  in any such court.
The prevailing  party in any dispute arising  hereunder,  whether or not suit be
brought and  including  any appeals,  will be entitled to recover from the other
party costs and reasonable  attorneys' and  paralegals'  fees.  Tawes waives any
objection based on forum non conveniens and any objection to venue in any action
instituted hereunder.

      5. Indemnification. AmeriFirst hereby agrees to indemnify, defend and hold
harmless  Tawes from any and all  claims,  loss,  liability,  costs and  damage,
including  without  limitation  court costs and attorney  fees incurred by Tawes
arising out of or connected with,  directly or indirectly with the operations of
AmeriFirst and this Loan.

      6. Legal Fees. All  reasonable  legal fees incurred by Tawes in connection
with the negotiation,  preparation and review of this Agreement, the Note or the
Letter Agreement shall be paid by AmeriFirst.

      7.  Non-Compete.  Tawes  agrees to execute and deliver a  Non-Compete  and
Non-Solicitation  Agreement with AmeriFirst  pursuant to which Tawes shall agree
not to compete with AmeriFirst in the viatical and life settlements  business or
solicit any employees,  investors,  customers or business partners of AmeriFirst
for a period of three years from the date of the  termination of his affiliation
with AmeriFirst.

      8.  Binding  Effect.  This  Agreement  shall be  binding  and inure to the
benefit of the  parties  hereto  and their  representatives,  respective  heirs,
successors and assigns.

      9.  Amendment.  This  Agreement  may be amended only by written  agreement
signed by all the parties hereto.

      10. Construction.  Words used in the singular,  neuter or masculine are to
be construed in the plural, masculine or feminine, where applicable.

      11.  Severability.  If any provision of this Agreement is found by a Court
of  competent  jurisdiction  to be  invalid  or  unenforceable  for  any  reason
whatsoever,  this shall not affect the validity or  enforceability  of any other
provision hereof.

      12. Not Assignable. The rights and obligations of the parties to this Loan
Agreement are not assignable, either directly or indirectly.
<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have executed this Loan Agreement
as of the year and date first above written.

                                              TAWES:

                                              /s/ Lee Tawes
                                              ----------------------------------
                                              Lee Tawes

                                              COMPANY:

                                              AmeriFirst, Inc.

                                              By:  /s/ John G. Tooke
                                                  ------------------------------
                                                  John G. Tooke, President

<PAGE>

                                 PROMISSORY NOTE

$600,000.00                                                         July 9, 2004
                                                              St. Marys, Georgia

      FOR VALUE RECEIVED, AmeriFirst, Inc., a Delaware corporation, (hereinafter
referred  to as  the  "Debtor"),  promises  to pay to  the  order  of Lee  Tawes
(hereinafter referred to as "Holder"), at such place as the Holder may designate
in writing,  the principal sum of Six Hundred  Thousand Dollars  ($600,000),  or
such  portion  thereof as shall have been  advanced  by  Holder,  together  with
interest at a rate equal to eight (8%)  percent per annum on the unpaid  balance
in lawful money of the United States,  which shall be legal tender in payment of
all debts and due, public and private, at the time of payment as follows:

      Payments of principal and interest shall be payable in full to Holder from
      the Net Operating  Income of Debtor in accordance  with the  provisions of
      Section 3 of that certain Letter Agreement dated of even date herewith and
      attached  hereto as Exhibit A;  provided,  however,  the repayment of this
      Note shall be  subordinate to the repayment of the  Operational  Loans (as
      defined in the Letter  Agreement)  and  subject to the terms of the Letter
      Agreement and any definitive  documentation  executed by  AmeriFirst,  the
      Shareholders and Tawes, incorporating the terms thereof.

      This Note may be  prepaid,  in full or in part,  at any time,  without the
payment of any prepayment fee or penalty. Any payments shall first be applied to
accrued interest and the balance against the principal.

      If Debtor  shall fail to perform  any of Debtor's  obligations  hereunder,
then a  default  of  Debtor's  obligations  hereunder  shall be  deemed  to have
occurred.

      No delay on the part of the Holder in exercising any right under this Note
shall  operate as a waiver of the right or of any other  right  under this note.
The waiver of a right on any one  occasion  shall not be construed as the waiver
of the right or remedy on any future occasion.

      The Debtor  hereby  waives  presentment  for  payment,  demand,  notice of
non-payment,  notice of  protest  and  protest of this Note,  and  diligence  in
collection or bringing  suit.  If the Debtor is in default and all  indebtedness
owing under this Note is due and payable,  the Debtor agrees to pay the Holder's
costs of  collection,  including  reasonable  attorney's  fees and  court  costs
incurred by the Holder in enforcing collection of this Note.
<PAGE>

      Debtor  acknowledges  that  Holder may  assign  this Note to any person or
entity at any time without prior notice to Debtor.  This  obligation  shall bind
the Debtor and the  Debtor's  successors  and assigns,  and the benefits  hereof
shall inure to the Holder hereof and his successors and assigns.

                                       AMERIFIRST, INC., a Delaware corporation

                                       By: /s/ John G. Tooke
                                           -------------------------------------
                                           John G. Tooke, President

STATE OF GEORGIA

COUNTY OF CAMDEN

      The foregoing  instrument was executed,  acknowledged and delivered before
me this 9th day of July 2004 by John G. Tooke, President of AmeriFirst,  Inc., a
Delaware   corporation,   who  has  produced  a  Florida   Drivers   License  as
identification.

                                                 /s/ Chinesia Sykes
                                       -----------------------------------------
                                       Notary Public, State and County
                                         Aforesaid
                                       Print Name:  Chinesia Sykes
                                       My commission expires: 8/21/05
SEAL                                   My commission number: