Exhibit 10.22

                                AMERIFIRST, INC.

                   AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

      THIS AMENDED AND RESTATED  STOCKHOLDERS'  AGREEMENT (this  "Agreement") is
executed and delivered as of the 31st day of December 2004 to be effective as of
the 9th day of September 2004 (the "Effective  Date"),  by and among AmeriFirst,
Inc.,  a  Delaware   corporation   (the   "Corporation")   and  the  undersigned
shareholders  of the  Corporation.  The undersigned  shareholders  and any other
shareholders  of the  Corporation  subsequently  executing  this  Agreement or a
counterpart of this Agreement are sometimes individually referred to herein as a
"Stockholder" or collectively as the "Stockholders."

                                   Background

      The  Corporation  is  authorized to issue two thousand  (2,000)  shares of
common stock,  par value $0.01 per share (the "Common  Stock" or the  "Shares");
and

      WHEREAS,  as of the  Effective  Date,  all of the issued  and  outstanding
Shares are owned by the Stockholders; and

      WHEREAS,  the Corporation has made a Subchapter S election under Chapter 1
of the Subtitle A of the United States Internal Revenue Code of 1986, as amended
(the "Code"),  and the Stockholders have determined that the Corporation  should
terminate and revoke such  election  only in  accordance  with the terms of this
Agreement; and

      WHEREAS,  the Stockholders and the Corporation  consider it to be in their
individual and mutual best interests to provide for certain  restrictions on the
transferability of the Shares; and

      WHEREAS,  Florida  Statutes,  the parties hereto desire to make provisions
for the governance of the Corporation;

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
set forth  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of  which  are  hereby  acknowledged,   the  Stockholders  and  the
Corporation agree to the terms of this Agreement.

                                    ARTICLE I
                                CAPITAL INTERESTS

      By execution of this  Stockholders'  Agreement,  each  Stockholder  hereby
agrees that the number of Shares set forth opposite each  Stockholder's  name in
Exhibit A attached hereto is true and correct.
<PAGE>

                                   ARTICLE II
                                   MANAGEMENT

      2.1 Board of Directors.

            (a)  Election  of  Directors.  Until  the fifth  anniversary  of the
Effective Date each of the Stockholders will vote all of the Shares owned by him
or her so as to elect, and thereafter for the term of this Agreement to continue
in  office,  a Board  of  Directors  of the  Corporation  including:  Irving  Y.
Strickstein,  O.  Lee  Tawes,  III,  John G.  Tooke  and such  person  as may be
designated  by John G. Tooke.  Tawes shall serve as the Chairman of the Board of
Directors  (to  serve  until  the  earlier  of his  sale  of his  shares  in the
Corporation, death, disability, election of his successor, or resignation)

            (b) Irrevocable  Proxy.  Each  Stockholder  hereby grants to, and is
deemed to have executed in favor of, the other Stockholders an irrevocable proxy
to vote,  or to give a written  consent  with  respect  to, all the stock of the
Corporation  owned by the grantor of the proxy for the  election to the Board of
Directors of those persons named in Section 2.1 hereof.  This irrevocable  proxy
is coupled with an interest and shall  continue  until the fifth  anniversary of
the Effective Date.

      2.2 Approval of Corporate  Actions.  Except as otherwise  provided in this
Agreement  or by Florida  law,  the exercise of any voting or other rights under
this Agreement or any other determination  required by the Stockholders shall be
determined by the holders of a majority of the Shares held by such Stockholders.

      2.3 Stockholder and Director Voting.  The Stockholders  covenant and agree
that they shall,  at all times and from time to time,  vote or cause to be voted
their  Shares and, if  applicable,  vote as a director  of the  Corporation,  to
propose or approve any action required to be taken by the  Corporation  pursuant
to this  Agreement  which may be necessary in order to lawfully  effectuate  any
actions specifically required to be taken by the Corporation or the Stockholders
pursuant to this Agreement.

      2.4  Pre-emptive  Rights.  The  Stockholders  covenant and agree that they
shall take such action as may be  necessary  to amend the  Corporation's  Bylaws
and/or   Certificate  of  Incorporation  to  grant  pre-emptive  rights  to  the
undersigned Stockholders.

                                   ARTICLE III
                   RESTRICTIONS ON TRANSFERS TO THIRD PARTIES

      3.1  Restrictions  on  Transfers.  During the term of this  Agreement,  no
Stockholder,  either directly or indirectly,  shall transfer,  assign, encumber,
alienate  or in any way grant any right or  interest in any of the Shares of the
Corporation  now  owned or  hereafter  acquired  by any  Stockholder,  except as
permitted  by this  Agreement  or by the consent of all of the  parties  hereto.
Without  limiting the foregoing (and in addition to any other  restrictions  and
rights of first refusal  contained  herein),  no Stockholder shall be permitted,
without  the prior  written  consent of the holders of at least  eighty  percent
(80%) of the Shares, to transfer any Shares or any interest

<PAGE>

therein,  whether by gift, sale,  assignment,  pledge,  encumbrance or otherwise
(including any involuntary transfer), if the effect of such transfer would be to
terminate  the  Subchapter  S status of the  Corporation.  The  Corporation  may
require that any Stockholder provide to the Corporation,  before the Corporation
is required to recognize  or effect any proposed  transfer of any of the Shares,
(i) a written  statement (A)  regarding the identity of the proposed  transferee
sufficient to satisfy the Corporation that the transferee is not an ineligible S
corporation  shareholder  and (B) stating  that the proposed  transfer  does not
result in an excessive  number of shareholders of the Corporation  such as would
result in  disqualification  or  termination  of the  Subchapter S status of the
Corporation,  and  (ii) a  written  opinion  of the  transferring  Stockholder's
counsel,  in form and substance  reasonably  satisfactory  to the  Corporation's
counsel,  that the proposed transferee is not, and (but for a change in the Code
or the residency status of a resident alien  transferee)  could never become, an
ineligible   S   corporation   shareholder.   Notwithstanding   the   foregoing,
Stockholders  shall be permitted to make transfers to grantor  trusts,  children
and spouses,  provided the effect of any such transfer would not be to terminate
the Subchapter S status of the Corporation.

      3.2 Effect of Noncompliance.  Any purported  transfer of any of the Shares
other than in accordance with the terms of this Agreement shall be null and void
ab initio  and shall not  operate  to  transfer  any  interest  or title in such
Shares,  and the Corporation shall not recognize nor register any such purported
transfer in the  corporate  records.  The  purported  transferee  shall not be a
shareholder of the  Corporation and shall not be entitled to receive a new stock
certificate,  any dividends or any other distributions on or with respect to any
of the Shares,  or to vote on any matters which are voted on by the Stockholders
from time to time.

      3.3 Proposed Stock Transfers.

            (a) Offer Notice.  Prior to a proposed  transfer by any  Stockholder
(the  "selling  Stockholder")  of all or a portion of the Shares owned by him to
any bona fide  purchaser,  the selling  Stockholder  shall give  written  notice
("Offer  Notice") of such proposed  transfer to the Secretary of the Corporation
and to all of the non-selling Stockholders. The Offer Notice shall set forth the
name and address of the proposed transferee, the number of Shares proposed to be
transferred (the "Offered Shares"),  the purchase price payable per Share, which
shall be payable in cash or cash equivalents (e.g.,  promissory note, marketable
securities),  and all  other  terms and  conditions  of the  proposed  transfer,
including,  if  available,  any  documents or draft  documents  relating to such
proposed transfer. The non-selling  Stockholders shall be entitled to obtain any
other  information  that they may  reasonably  require  regarding  the  proposed
transfer,  including  any  information  reasonably  necessary to verify that the
proposed  transfer  is a bona fide  transaction.  Any offer  from a third  party
purchaser  to acquire  Shares  shall be  accompanied  by a  non-refundable  cash
deposit  equal to  twenty-five  percent (25%) of the total  purchase  price (the
"Deposit").  The Deposit shall be refunded to the prospective  purchaser only if
the non-selling  Stockholders  exercise their right of first refusal pursuant to
Section 3.3(b).

            (b) Right of First  Refusal.  The Offer Notice shall  constitute  an
offer by the  selling  Stockholder  to sell all (but not less  than  all) of the
Offered Shares to the  non-selling  Stockholders in accordance with the terms of
the Offer Notice. The non-selling Stockholders may accept such offer by giving a
written  notice  (the  "Acceptance  Notice")  signed  by any of the

<PAGE>

non-selling  Stockholders  who  desire  to  purchase  the  Offered  Shares  (the
"Accepting  Stockholders")  to the  selling  Stockholder  at any time before the
expiration  of  thirty-five  (35) days  after the date of  receipt  of the Offer
Notice. If there is more than one Accepting  Stockholder,  each of the Accepting
Stockholders  will be entitled to purchase  their pro rata share (in  accordance
with the relative  ownership  percentages of the Accepting  Stockholders) of the
Offered Shares (or in such other  proportions as the Accepting  Stockholders may
agree between themselves).

            (c)  Closing.  Within  thirty  (30) days  after the  delivery  of an
Acceptance Notice,  the Accepting  Stockholders shall close the purchase of such
Offered Shares at the principal office of the  Corporation,  or some other place
mutually agreeable to all parties,  at which time the selling  Stockholder shall
deliver the  certificates  representing  the Offered  Shares duly  endorsed  for
transfer  and all other  documents  that are  required to  transfer  the Offered
Shares  to the  Accepting  Stockholders  and the  Accepting  Stockholders  shall
deliver to the selling Stockholder the consideration therefor in accordance with
the terms of the Offer Notice.

            (d) Failure to Exercise Option or Close Purchase. If the non-selling
Stockholders  do not  elect to  purchase  all of the  Offered  Shares  or if the
purchase  transaction  is not closed  (other than  because of the default of the
selling Stockholder) within the period set forth in Section 3.3(c) (the "Closing
Period"),  the selling Stockholder may transfer the Offered Shares within ninety
(90) days  following  the end of the  Closing  Period to the  original  proposed
purchaser,  at the  price  and on  the  terms  specified  in the  Offer  Notice;
provided,  however,  that any such  Shares  sold  shall  be  transferred  to the
purchaser  subject  to  the  provisions  of  this  Agreement  and  shall  not be
transferred  unless and until such  purchaser  executes  a  counterpart  of this
Agreement thereby agreeing to receive and hold the Offered Shares subject to all
of the terms and conditions contained herein (and provided further that any such
transfer shall be subject to the limitations contained in Section 3.1 hereof).

            (e) Application to Unsold Shares.  If the selling  Stockholder  does
not sell all of his Shares  pursuant  to the terms and  conditions  set forth in
Section  3.3(d),  the Offered Shares shall again be subject to the provisions of
this Agreement and may not thereafter be transferred except in the manner and on
the terms specified herein.

            (f) Drag-Along  Right. In the event a majority of shareholders  (the
Selling  Group")  elect  to  transfer  all of the  Shares  owned  by  them to an
unaffiliated  third party (a "Third  Party")  (including  any transfer of Shares
that is being  effected by a merger or  consolidation  of the  Corporation  with
another person), and provided the Selling Group has complied with the notice and
offer  requirements  of this Section 3.3 and Right of First Refusal has not been
exercised,  then the Selling Group shall have the right (the "Drag-Along Right")
to cause each of the Stockholders as a group to transfer all of their respective
Shares to the Third Party (or to exchange  such Shares  pursuant to the terms of
such  merger  or  consolidation)  at the same  price  and on the same  terms and
conditions as the Selling Group proposes to transfer their Shares.

            (g)  Tag-Along  Right.  In the event  the  Selling  Group  elects to
transfer all of the Shares owned by them to a Third Party and the Selling  Group
has not exercised the Drag-

<PAGE>

Along Right pursuant to Section 3.3(f) above, and provided the Selling Group has
complied with the notice and offer requirements of this Section 3.3 and Right of
First Refusal has not been  exercised,  then all other  Stockholders  as a group
shall have the right to cause the Selling Group to effect the transfer of all of
such Stockholders' respective Shares to the Third Party at the same price and on
the same terms and  conditions as the Selling Group  proposes to Transfer  their
Shares to such Third Party (the "Tag-Along Right").

                                   ARTICLE IV
                            STOCKHOLDER NON-COMPETES

      Each of the  Stockholders  agrees to  execute  and  deliver a  Non-Compete
Agreement in  substantially  the form of Exhibit B, with the provision that such
Non-Compete Agreement shall be effective for a period of two (2) years following
the date of closing of the  acquisition  of the  entirety  of any  Stockholders'
shares in the Corporation.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

      5.1  Representations  and  Warranties of  Stockholders.  Each  Stockholder
hereby  represents  and  warrants  to the  Corporation  and to each of the other
Stockholders that:

            (a)  This  Agreement  constitutes  the  legal,  valid,  and  binding
obligation of such Stockholder.

            (b)  Neither  the  execution,  delivery,  and  performance  of  this
Agreement  nor  the   consummation  by  such  Stockholder  of  the  transactions
contemplated  hereby (i) will conflict with,  violate,  or result in a breach of
any of the terms, conditions, or provisions of any law, regulation, order, writ,
injunction,  decree,  determination,  or award of any  court,  any  governmental
department,  board,  agency,  or  instrumentality,  domestic or foreign,  or any
arbitrator, applicable to such Stockholder, or (ii) will conflict with, violate,
result  in a  breach  of,  or  constitute  a  default  under  any of the  terms,
conditions,  or provisions of any material agreement or instrument to which such
Stockholder  is a party or by which  such  Stockholder  is or may be bound or to
which any of his or her material properties or assets is subject.

            (c) Such Stockholder is acquiring the Shares for investment purposes
only and not with a view to the distribution thereof (as such term is defined in
the Securities Act of 1933, as amended).

      5.2  Representations  and Warranties of the  Corporation.  The Corporation
hereby represents and warrants to each of the Stockholders that:

            (a)  This  Agreement  constitutes  the  legal,  valid,  and  binding
obligation of the Corporation.
<PAGE>

            (b)  Neither  the  execution,  delivery,  and  performance  of  this
Agreement  nor  the   consummation  by  the  Corporation  of  the   transactions
contemplated  hereby (i) will conflict with,  violate,  or result in a breach of
any of the terms, conditions, or provisions of any law, regulation, order, writ,
injunction,  decree,  determination,  or award of any  court,  any  governmental
department,  board,  agency, or  instrumentality,  documents or foreign,  or any
arbitrator,  applicable to the Corporation, or (ii) will conflict with, violate,
result  in a  breach  of,  or  constitute  a  default  under  any of the  terms,
conditions,  or  provisions  of the articles of  incorporation  or bylaws of the
Corporation, or of any material agreement or instrument to which the Corporation
is a party or by which the Corporation is or may be bound or to which any of its
material properties or assets is subject.

            (c) The  Corporation  has  made  full  and  fair  disclosure  to the
Stockholders of all information material to an investment in the Corporation and
its business. No representation,  statements,  or warranty by the Corporation in
this  Agreement  or  otherwise  made to the  Stockholders  or  contained  in any
document  delivered by the Corporation to the  Stockholders  contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements made not misleading.

                                   ARTICLE VI
                     STOCKHOLDER APPROVAL OF CERTAIN ACTIONS

      For so long as the Operational Loans,  Non-Operational Loans or Tawes Loan
(as those terms are defined in that  certain  Recapitalization  Agreement by and
among the Corporation and certain of its  shareholders  dated as of December 31,
2004) are outstanding and unpaid, the approval of a majority of the shareholders
of the Corporation (and thereafter the approval of the Board of Directors) shall
be required to:

      (a) Approve any changes in the salaries of  employees  of the  Corporation
(or its subsidiaries) making more than $50,000 per year; and

      (b) Approve any  deviation  in excess of ten percent  (10%) per annum from
the annual  budget  submitted  to and  approved by the Board of Directors of the
Corporation.

                                   ARTICLE VII
                               GENERAL PROVISIONS

      7.1 Term of Agreement.  This  Agreement  shall be effective as of the date
and year first above written and shall  terminate  upon the occurrence of any of
the following events:

            (a) Upon the mutual  consent  in writing of the  holders of at least
eighty percent (80%) of the Shares;

            (b) Upon the sale or other  disposition  of all of the Shares of the
Corporation held by the Stockholders in compliance with the terms hereof; or
<PAGE>

            (c) Upon any merger or consolidation of the Corporation in which the
Corporation is not the surviving corporation; or

            (d)  Upon the  voluntary  or  involuntary  dissolution  (other  than
involuntary  dissolution  for  failure to file any report or pay any tax) of the
Corporation;  provided,  however,  that  in  the  event  of the  dissolution  or
liquidation of the Corporation,  the provisions of this Agreement shall continue
in effect  for the  period of winding up the  business  of the  Corporation  and
distributing its assets; or

            (e) The  expiration  of  fifty  (50)  years  from  the  date of this
Agreement.

      Nothing contained in this Section 7.1 shall affect or impair any rights or
obligations  arising prior to the time of the termination of this Agreement,  or
which may arise by reason of an event causing the  termination  or expiration of
this Agreement.

      7.2 Scope of Agreement. This Agreement shall apply to all transfers by any
Stockholder  of the Shares  (including  any legal or beneficial  interest in, or
rights  to,  the  Shares,  whether  now owned or  hereafter  acquired),  whether
voluntary,  involuntary  or  by  operation  of  law,  resulting  from  death  or
otherwise.  All of the  provisions of this  Agreement  shall apply to all of the
Shares of the  Corporation  now  owned or which  may be  issued  or  transferred
hereafter to a Stockholder, in consequence of any additional issuance, purchase,
exchange or  reclassification of Shares,  corporate  reorganization or any other
form of  recapitalization,  or  consolidation,  merger,  share  split  or  share
dividend.

      7.3 Further  Assurances.  Each party hereto  agrees to perform any further
acts and to execute and deliver any  further  documents  that may be  reasonably
necessary to carry out the provisions of this Agreement.

      7.4 Binding Effect. This Agreement shall inure to the benefit of and shall
be binding upon the parties hereto and their respective heirs, successors, legal
representatives  and  assigns and all persons  acquiring  Shares by,  through or
under any party hereto,  regardless of the method of acquisition of such Shares.
The  Corporation  shall not issue any additional  capital stock to any person or
entity  and shall not  transfer  any Shares on its books to any person or entity
unless  and until  such  person or entity  executes  such  documentation  as the
Corporation  may specify  whereby the person or entity  agrees to become a party
hereto.

      7.5  Application  of  Agreement  to  After-Acquired  Shares.  All  of  the
provisions of this Agreement shall apply to all of the Shares now owned or which
may be issued or transferred hereunder to a Stockholder or to his transferees in
consequence of any additional issuance,  purchase,  exchange or reclassification
of Shares, corporate reorganization,  or any other form of recapitalization,  or
consolidation,  or  merger,  or stock  split,  or stock  dividend,  or which are
acquired by a Stockholder in any other manner.

      7.6 Specific Performance.  Inasmuch as the Shares are closely held and the
market therefor is limited, irreparable damage would result if this Agreement is
not specifically enforced.  Therefore, the rights and obligations of the parties
under this Agreement shall be

<PAGE>

enforceable  in a court of  equity  by a decree  of  specific  performance,  and
appropriate  injunctive  relief may be  applied  for and  granted in  connection
therewith,  including  without  limitation,  an  injunction  against the sale of
Shares to a  transferee  whose  ownership  would  disqualify  the  Corporation's
Subchapter  S status.  Such  remedies  shall,  however,  be  cumulative  and not
exclusive  and shall be in  addition to any other  remedies  which any party may
have under this Agreement or otherwise.

      7.7 Legend.

            (a) Stock Certificate Legend.  Each certificate  representing Shares
of the capital stock of the  Corporation  shall have  stamped,  printed or typed
thereon,  a legend  reflecting  the  restrictions  imposed by this  Agreement as
follows:

      THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED
      OR OTHERWISE  DISPOSED OF BY THE HOLDER WITHOUT AN EFFECTIVE  REGISTRATION
      STATEMENT  BEING  FILED  UNDER OR  PURSUANT  TO SAID ACT OR AN  OPINION OF
      COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION
      FROM REGISTRATION IS AVAILABLE.

      THIS  CERTIFICATE  IS SUBJECT TO THE PROVISIONS OF AN AMENDED AND RESTATED
      STOCKHOLDERS'  AGREEMENT  DATED AS OF DECEMBER 31,  2004,  THE ORIGINAL OF
      WHICH IS ON FILE IN THE MINUTE BOOK OF THE  COMPANY.  ANY SALE,  TRANSFER,
      PLEDGE,  ASSIGNMENT  OR  ENCUMBRANCE  OF THE  SHARES  REPRESENTED  BY THIS
      CERTIFICATE NOT IN CONFORMITY WITH SAID AGREEMENT SHALL BE INVALID.

            (b) Transfer  Subject to Agreement.  The  Corporation  hereby agrees
that it will not at any time  permit  any  transfer  to be made on its  books or
records  of  the  certificates  representing  the  Shares  owned  by  any of the
Stockholders unless such transfer is made pursuant to and in accordance with the
terms  and  conditions  of this  Agreement  and in  accordance  with  applicable
securities  laws and unless the  transferee  has executed a counterpart  of this
Agreement.

      7.8 Articles of Incorporation; Bylaws.

            (a) Agreement to Amendments.  Each Stockholder  agrees to consent to
and approve any  amendment  of the  Articles of  Incorporation  or Bylaws of the
Corporation  which may be  necessary or advisable in order to conform any of the
provisions of this Agreement or any amendments  hereto to the applicable laws of
the state of Florida as now or hereafter enacted.

            (b) Further  Assurances.  Each Stockholder agrees to vote his Shares
of the Corporation and to execute and deliver such documents as may be necessary
in order to implement the provisions of the preceding subparagraph.
<PAGE>

            (c) Agreement  Controlling.  In the event of any inconsistency  with
the  provisions of the  Recapitalization  Agreement  dated of even date herewith
between the Corporation and the  Stockholders,  this Agreement,  the Amended and
Restated Notes (as defined in the Recapitalization  Agreement),  the Articles of
Incorporation and Bylaws of the Corporation,  whether such Agreements,  Articles
or Bylaws be presently in force or hereafter  amended,  the terms and conditions
of the  Agreements  and documents  shall bind and control in all respects in the
order listed above.

      7.9 Entire Agreement. This Agreement, the Recapitalization  Agreement, the
Amended and Restated  Notes,  the exhibits and schedules  hereto and thereto and
the  other  documents  delivered  pursuant  hereto  and  thereto,  respectively,
constitute the full and entire  understanding  and agreement between the parties
with regard to the subjects hereof and thereof, respectively, and supersedes and
replaces all previous agreements,  oral or written,  with respect to the subject
mater  hereof and  thereof.  This  Agreement  can be  amended,  supplemented  or
changed,  and any  provision  hereof can be waived,  only by written  instrument
executed by all of the Stockholders.

      7.10 Governing  Law;  Venue;  Prevailing  Party.  This Agreement  shall be
governed by and construed in  accordance  with the internal laws of the State of
Michigan without regard to its conflict of laws doctrine. 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 Michigan and the United States  District Court for
the Eastern  District of Michigan,  (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.
All parties  hereto waive any objection  based on forum non  conveniens  and any
objection to venue in any action instituted hereunder.

      7.11 Notices. All notices, offers, acceptances and other communications to
be made,  served or given  under or  pursuant  to the terms  hereof  shall be in
writing  and shall be  delivered  personally  or sent by  nationally  recognized
overnight  courier.  Any such notice  shall be deemed  given when so  delivered,
addressed  to the  parties  at their  respective  addresses  as set forth in the
records of the Corporation.

      7.12 Severability.  If at any time subsequent to the date hereof, any term
or  provision  of  this  Agreement  shall  be  held by any  court  of  competent
jurisdiction to be illegal, void or unenforceable,  such term or provision shall
be of no force and effect, but the illegality or  unenforceability  of such term
or provision  shall have no effect upon and shall not impair the  enforceability
of any other term or provision of this Agreement.

      7.13 Counterparts.  This Agreement may be executed by facsimile and in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which when taken together shall constitute one and the same instrument.

      7.14  Attorneys'  Fees and  Costs.  In any action  brought to enforce  the
provisions of this Agreement, the prevailing party shall be entitled to recovery
of the costs of such action,  including all reasonable attorneys' fees, from the
non-prevailing party.
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly executed this Amended and
Restated Stockholders' Agreement as of the date first written above.

                                       CORPORATION:

                                       AmeriFirst, Inc.

                                       By: /s/ John G. Tooke
                                           -------------------------------------
                                           John G. Tooke
                                           President and CEO

TOOKE:                                 STRICKSTEIN:

/s/ John G. Tooke                      /s/ Irving Y. Strickstein
-----------------------------------    -----------------------------------------
John G. Tooke                          Irving Y. Strickstein individually and on
                                       behalf of:  The Irving Y. Strickstein
                                       Revocable Living Trust u/a/d 9/13/84, as
                                       amended; (ii) Susan J. Sadley Revocable
                                       Trust U/A/D 2/17/04; (iii) Robert C.
                                       Strickstein, (iv) Tara N. Strickstein,
                                       (v) Scott D. Strickstein, (vi) The
                                       Strickstein Family Limited Partnership I
                                       and (vii) The Strickstein Family Limited
                                       Partnership II

LACHMAN:                               TAWES:

 /s/ Denise M. Lachman                 /s/ O. Lee Tawes, III
-----------------------------------    -----------------------------------------
Denise M. Lachman, individually        O. Lee Tawes, III
and on behalf of Dow Ridge
Associates, LLC