Exhibit 10.21

                AMENDED AND RESTATED CONSOLIDATED PROMISSORY NOTE

$750,000                                                       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 Denise M. Lachman
(the "Lender"),  whose address is 4460 Dow Ridge,  Orchard Lake, Michigan 48324,
the  principal  sum  of  SEVEN  HUNDRED  FIFTY   THOUSAND  and  no/100   Dollars
($750,000.00),  together  with  interest on the  outstanding  principal  balance
hereof at the rate provided herein. This Note is one of the Amended and Restated
Stockholder  Notes  referred to in Section 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  advances to  Borrower  in various  amounts and at various
times,  but that Lender has no further  obligation  under any  agreement to make
additional  advances to Borrower.  The Borrower and Lender agree that the amount
advanced to Borrower  from  Lender,  as of the date  hereof,  and  inclusive  of
accrued and unpaid interest,  is $750,000.00 (subject to adjustment upon audit).
This Note amends,  restates and consolidates all loans heretofore made by Lender
to Borrower.

      2.   Payments.   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.

      3. Interest.  Except as provided in Section 6 below, interest shall accrue
at the Prime Rate, plus one percent (1.0%).  As used herein,  "Prime Rate" shall
mean the prime rate as announced from time to time by Comerica Bank.  Changes in
the Prime  Rate  shall be  effective  as of the  first  day of the  first  month
following any change.

      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.
<PAGE>

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  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