EXHIBIT 10.1

                                ESCROW AGREEMENT

      THIS  ESCROW  AGREEMENT,   dated  as  of  June  26,  2005,  2005  ("Escrow
Agreement"),  is by and between AMERIFIRST CAPITAL CORP., a Florida  corporation
("Underwriter  CAPITAL  BENEFITS,  LLC, a Florida  corporation  ("Issuer");  and
WACHOVIA BANK, NATIONAL ASSOCIATION,  a national banking association,  as Escrow
Agent hereunder ("Escrow Agent").

                                   BACKGROUND

      A.    Issuer  has  engaged  Underwriter  as its agent to sell a minimum of
      2,500  units and up to a maximum of 100,000  units at $1,000 per unit with
      an initial minimum  investment of one hundred (100) units at $100,000 (the
      "Shares") on a "best efforts" basis, pursuant to the a prospectus as filed
      with the  Securities  and Exchange  Commission  as part of a  registration
      statement  on Form S-1,  as  amended,  attached  hereto as  Exhibit B (the
      "Offering Document").

      B.    In accordance with the Offering Document,  subscribers to the Shares
      (the  "Subscribers" and individually,  a "Subscriber") will be required to
      submit full  payment  for their  respective  investments  at the time they
      enter into subscription agreements.

      C.    In accordance with the Offering  Document,  all payments received by
      Underwriter in connection with  subscriptions for Shares shall be promptly
      forwarded to Escrow  Agent,  and Escrow Agent has agreed to accept,  hold,
      and disburse  such funds  deposited  with it and the  earnings  thereon in
      accordance with the terms of this Escrow Agreement.

      D.    In  order  to  establish  the  escrow  of funds  and to  effect  the
      provisions of the Offering Document,  the parties hereto have entered into
      this Escrow Agreement.

                             STATEMENT OF AGREEMENT

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of  which  are  hereby   acknowledged,   the  parties  hereto,  for
themselves, their successors and assigns, hereby agree as follows:

      1.    Definitions.  In addition to the terms defined above,  the following
terms shall have the following meanings when used herein:

            "Cash Investment" shall mean the number of Shares to be purchased by
any  Subscriber  multiplied by the offering  price per Share as set forth in the
Offering Document.

<PAGE>

            "Cash  Investment  Instrument"  shall mean a check,  money  order or
similar  instrument,  made  payable to or endorsed to Escrow Agent in the manner
described in Section 3(c) hereof, in full payment for the Shares to be purchased
by any Subscriber.

            "Escrow Funds" shall mean the funds  deposited with the Escrow Agent
pursuant to this Escrow  Agreement,  together with any interest and other income
thereon.

            "Expiration Date" means the date so designated on Exhibit A attached
hereto.

            "Minimum  Offering"  shall mean the number  Shares so  designated on
Exhibit A attached hereto.

            "Minimum Offering Notice" shall mean a written notification,  signed
by  Underwriter,  pursuant to which the  Underwriter  shall  represent  (1) that
subscriptions for the Minimum Offering have been received, (2) that, to the best
of  Underwriter's  knowledge  after due inquiry and review of its records,  Cash
Investment  Instruments  in full  payment for that number of Shares  equal to or
greater  than the  Minimum  Offering  have  been  received,  deposited  with and
collected  by  Escrow  Agent,  (3) and  that  such  subscriptions  have not been
withdrawn,  rejected or otherwise terminated,  and (4) that the Subscribers have
no statutory or regulatory rights of rescission without cause or all such rights
have expired.

            "Pro Rata Basis," with respect to the allocation  among  Subscribers
of interest and other  earnings held in the Escrow Funds,  shall mean,  for each
Subscriber,  the Subscriber's  Cash Investment  multiplied by the number of days
the Cash Investment of such Subscriber was held in interest-bearing  investments
pursuant  to Section 6 hereof,  multiplied  by the average  yield  earned on the
Escrow Funds during such period of days.

            "Subscription   Accounting"   shall  mean  an   accounting   of  all
subscriptions  for Shares received and accepted by Underwriter as of the date of
such accounting,  indicating for each subscription the Subscriber's name, social
security  number and address,  the number and total purchase price of subscribed
Shares,  the date of receipt by Underwriter of the Cash  Investment  Instrument,
and notations of any nonpayment of the Cash Investment Instrument submitted with
such  subscription,  any withdrawal of such subscription by the Subscriber,  any
rejection  of such  subscription  by  Underwriter,  or  other  termination,  for
whatever reason, of such subscription.

      2.    Appointment   of  and   Acceptance  by  Escrow  Agent.   Issuer  and
Underwriter hereby appoint Escrow Agent to serve as escrow agent hereunder,  and
Escrow Agent hereby  accepts such  appointment  in accordance  with the terms of
this Escrow Agreement.

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<PAGE>

      3.    Deposits  into Escrow.  a. Upon receipt by  Underwriter  of any Cash
Investment  Instrument for the purchase of Shares,  Underwriter shall forward to
Escrow  Agent,  by 12:00  noon on the next  business  day,  the Cash  Investment
Instrument for deposit into the escrow account of the Escrow Agent  described on
Exhibit A attached hereto.

Each such deposit shall be accompanied by the following documents:

            (1)   a report  containing such  Subscriber's  name, social security
                  number or taxpayer  identification  number,  address and other
                  information required for withholding purposes;

            (2)   a Subscription Accounting; and

            (3)   instructions  regarding the investment of such deposited funds
                  in accordance with Section 6 hereof.

      ALL FUNDS SO  DEPOSITED  SHALL  REMAIN  THE  PROPERTY  OF THE  SUBSCRIBERS
ACCORDING TO THEIR RESPECTIVE  INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR
CHARGE BY ESCROW AGENT OR BY JUDGMENT OR CREDITORS'  CLAIMS AGAINST ISSUER UNTIL
RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN  ACCORDANCE  WITH  SECTION 4(a)
HEREOF.

            b.    Underwriter  and  Issuer  understand  and agree  that all Cash
Investment  Instruments  received  by Escrow  Agent  hereunder  are  subject  to
collection  requirements  of presentment  and final payment,  and that the funds
represented  thereby cannot be drawn upon or disbursed  until such time as final
payment has been made and is no longer subject to dishonor. Upon receipt, Escrow
Agent shall process each Cash  Investment  Instrument  for  collection,  and the
proceeds  thereof  shall be held as part of the Escrow Funds until  disbursed in
accordance with Section 4 hereof.  If, upon  presentment  for payment,  any Cash
Investment Instrument is dishonored,  Escrow Agent's sole obligation shall be to
notify  Underwriter  of  such  dishonor  and  to  return  such  Cash  Investment
Instrument to Underwriter.  Notwithstanding the foregoing, if for any reason any
Cash Investment Instrument is uncollectible after payment or disbursement of the
funds  represented   thereby  has  been  made  by  Escrow  Agent,  Issuer  shall
immediately  reimburse  Escrow  Agent upon  receipt from Escrow Agent of written
notice thereof.

            Upon  receipt  of any Cash  Investment  Instrument  that  represents
payment  of an amount  less than or  greater  than the Cash  Investment,  Escrow
Agent's sole  obligation  shall be to notify Issuer and Underwriter of such fact
and to return such Cash Investment Instrument to Underwriter.

            c.    All Cash Investment  Instruments  shall be made payable to the
order   of,  or   endorsed   to  the  order   of,   "Wachovia   Bank,   National
Association/Capital  Benefits, LLC - Escrow

                                      -3-
<PAGE>

Account,"  and Escrow  Agent shall not be  obligated  to accept,  or present for
payment, any Cash Investment  Instrument that is not payable or endorsed in that
manner.

      4.    Disbursements of Escrow Funds.

            a.    Completion of Minimum  Offering.  Subject to the provisions of
Section 10 hereof,  Escrow Agent shall pay to Issuer the liquidated value of the
Escrow  Funds,  by  certified or bank check or by wire  transfer,  no later than
fifteen (15) business days following receipt of the following documents:

            (1)   A Minimum Offering Notice;

            (2)   Subscription  Accounting,   substantiating  the  sale  of  the
                  Minimum Offering;

            (3)   The  documents  described  on  Exhibit C  attached  hereto and
                  incorporated herein by reference; and

            (4)   Such other certificates,  notices or other documents as Escrow
                  Agent shall reasonably require.

      Notwithstanding  the  foregoing,  Escrow  Agent shall not be  obligated to
disburse  the Escrow  Funds to Issuer if Escrow Agent has reason to believe that
(a) Cash Investment  Instruments in full payment for that number of Shares equal
to or greater than the Minimum  Offering have not been received,  deposited with
and collected by the Escrow Agent, or (b) any of the certifications and opinions
set forth in the Minimum Offering Notice or the documents described on Exhibit C
attached hereto are incorrect or incomplete.

      After the initial  disbursement of Escrow Funds to Issuer pursuant to this
Section 4(a),  Escrow Agent shall pay to Issuer any  additional  funds  received
with  respect to the Shares,  by certified  or bank check or wire  transfer,  no
later than fifteen (15) business days after receipt.

            b.    Rejection of Any  Subscription or Termination of the Offering.
No later  than  fifteen  (15)  business  days after  receipt by Escrow  Agent of
written notice (i) from Issuer or Underwriter that Underwriter intends to reject
a Subscriber's subscription,  (ii) from Issuer or Underwriter that there will be
no closing of the sale of Shares to Subscribers, (iii) from any federal or state
regulatory  authority that any application by Issuer to conduct its business has
been denied,  or (iv) from the Securities  and Exchange  Commission or any other
federal or state  regulatory  authority  that a stop or  similar  order has been
issued with respect to the  Offering  Document and has remained in effect for at
least twenty (20) days, Escrow Agent shall pay to the applicable  Subscriber(s),
by  certified  or bank  check and by  first-class  mail,  the amount of the Cash
Investment  paid by each  Subscriber,  and shall pay all interest  income on the
Escrow  Funds in the  manner  set forth in  Paragraph  6 on  Exhibit A  attached
hereto.

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<PAGE>

            c.    Expiration of Offering Period. Notwithstanding anything to the
contrary  contained  herein,  if Escrow Agent shall not have  received a Minimum
Offering  Notice on or before the Expiration  Date,  Escrow Agent shall,  within
fifteen (15)  business days after such  Expiration  Date and without any further
instruction or direction from Underwriter or Issuer,  return to each Subscriber,
by certified or bank check and by first-class  mail, the Cash Investment made by
such  Subscriber,  and shall pay all interest  income on the Escrow Funds in the
manner set forth in Paragraph 6 of Exhibit A attached hereto.

      5.    Suspension of Performance  or  Disbursement  Into Court.  If, at any
time,  (i) there shall exist any dispute  between  Underwriter,  Issuer,  Escrow
Agent,  any  Subscriber  or any other  person  with  respect  to the  holding or
disposition  of all or any portion of the Escrow Funds or any other  obligations
of Escrow  Agent  hereunder,  or (ii) if at any time  Escrow  Agent is unable to
determine, to Escrow Agent's sole satisfaction, the proper disposition of all or
any portion of the Escrow Funds or Escrow Agent's proper actions with respect to
its obligations hereunder, or (iii) if Underwriter and Issuer have not within 30
days of the  furnishing by Escrow Agent of a notice of  resignation  pursuant to
Section 7 hereof  appointed  a successor  Escrow  Agent to act  hereunder,  then
Escrow Agent may, in its sole  discretion,  take either or both of the following
actions:

            a.    suspend the performance of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Escrow Agent or until a successor Escrow Agent shall have been appointed (as the
case may be).

            b.    petition  (by  means of an  interpleader  action  or any other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the extent  required or  permitted  by law, pay into such court all funds
held by it in the Escrow Funds for holding and  disposition  in accordance  with
the instructions of such court.

Escrow Agent shall have no liability to Underwriter, Issuer, any Subscriber or
any other person with respect to any such suspension of performance or
disbursement into court, specifically including any liability or claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the disbursement of the Escrow Funds or any delay in or with
respect to any other action required or requested of Escrow Agent.

      6.    Investment  of  Funds.  The  Escrow  Agent is  herein  directed  and
instructed  to  initially  invest and  reinvest the Escrow Funds as set forth in
Paragraph 5 of Exhibit A attached  hereto.  With the execution of this document,
the  parties  hereto  acknowledge  receipt  of  prospectuses  and/or  disclosure
materials  associated  with the  investment  vehicle,  either  through  means of
hardcopy or via access to the website associated with the investment selected by
the parties to this Escrow Agreement.  The parties hereto  acknowledge that they
have  discussed  the  investment  and  are  in  agreement  as  to  the  selected
investment.  The  Underwriter and Issuer may provide  instructions  changing the
investment  of the  Escrow  Funds  (subject  to  applicable  minimum  investment
requirements)   by  furnishing  joint  written   instructions   ("Joint  Written

                                      -5-
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Direction")  to the Escrow  Agent;  provided,  however,  that no  investment  or
reinvestment may be made except in the following:

            a. direct obligations of the United States of America or obligations
      the principal of and the interest on which are unconditionally  guaranteed
      by the United State of America;

            b.  certificates  of  deposit  issued  by any  bank,  bank and trust
      company, or national banking  association  (including Escrow Agent and its
      affiliates),  which  certificates  of deposit  are  insured by the Federal
      Deposit Insurance Corporation or a similar governmental agency;

            c. repurchase  agreements with any bank, trust company,  or national
      banking association (including Escrow Agent and its affiliates); or

            d. any  institutional  money  market fund  offered by Escrow  Agent,
      including any  institutional  money market fund managed by Escrow Agent or
      any of its affiliates.

      If Escrow  Agent has not  received a Joint  Written  Direction at any time
that an investment  decision must be made,  Escrow Agent shall invest the Escrow
Funds, or such portion  thereof as to which no Joint Written  Direction has been
received,  in investments  described in clause (d) above.  Each of the foregoing
investments  shall be made in the name of Escrow Agent.  No investment  shall be
made in any  instrument  or security that has a maturity of greater than six (6)
months.  Notwithstanding anything to the contrary contained herein, Escrow Agent
may,  without  notice  to the  Representatives,  sell  or  liquidate  any of the
foregoing  investments at any time if the proceeds  thereof are required for any
disbursement  of Escrow Funds  permitted or required  hereunder.  All investment
earnings  shall become part of the Escrow Funds and  investment  losses shall be
charged  against  the  Escrow  Funds.  Escrow  Agent  shall  not  be  liable  or
responsible for loss in the value of any investment made pursuant to this Escrow
Agreement,  or for  any  loss,  cost  or  penalty  resulting  from  any  sale or
liquidation  of the Escrow Funds.  With respect to any Escrow Funds  received by
Escrow Agent after ten o'clock,  a.m., Charlotte,  North Carolina,  time, Escrow
Agent shall not be  required  to invest  such funds or to effect any  investment
instruction until the next day upon which banks in Charlotte, North Carolina are
open for business.

      7.    Resignation  of  Escrow  Agent.  Escrow  Agent  may  resign  and  be
discharged  from the  performance of its duties  hereunder at any time by giving
ten (10) days prior written notice to the Underwriter and the Issuer  specifying
a date  when  such  resignation  shall  take  effect.  Upon any such  notice  of
resignation, the Underwriter and Issuer jointly shall appoint a successor Escrow
Agent  hereunder prior to the effective date of such  resignation.  The retiring
Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall
pay all Escrow Funds to the successor Escrow Agent,  after making copies of such
records as the retiring Escrow Agent deems advisable and after payment by Issuer
or deduction from Escrow Funds (to the extent of Issuer's rights therein) of all
fees and  expenses  (including  court  costs and  attorneys'  fees)

                                      -6-
<PAGE>

payable to, incurred by, or expected to be incurred by the retiring Escrow Agent
in connection  with the performance of its duties and the exercise of its rights
hereunder. After any retiring Escrow Agent's resignation, the provisions of this
Escrow  Agreement  shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Escrow  Agent  under this Escrow  Agreement.  Any
corporation  or  association  into  which  the  Escrow  Agent  may be  merged or
converted  or  with  which  it  may  be  consolidated,  or  any  corporation  or
association  to which all or  substantially  all of the escrow  business  of the
Escrow Agent's corporate trust line of business may be transferred, shall be the
Escrow Agent under this Escrow Agreement without further act.

      8.    Liability of Escrow Agent.

            a.    The Escrow Agent undertakes to perform only such duties as are
expressly  set forth  herein and no duties  shall be implied.  The Escrow  Agent
shall have no liability under and no duty to inquire as to the provisions of any
agreement other than this Escrow  Agreement,  including  without  limitation the
Offering Document.  The Escrow Agent shall not be liable for any action taken or
omitted  by it in good  faith  except to the  extent  that a court of  competent
jurisdiction  determines  that the Escrow  Agent's  gross  negligence or willful
misconduct  was the primary cause of any loss to the Issuer,  Underwriter or any
Subscriber.  Escrow Agent's sole responsibility shall be for the safekeeping and
disbursement  of the Escrow  Funds in  accordance  with the terms of this Escrow
Agreement.  Escrow Agent shall have no implied duties or  obligations  and shall
not be  charged  with  knowledge  or  notice  of any  fact or  circumstance  not
specifically  set  forth  herein.   Escrow  Agent  may  rely  upon  any  notice,
instruction,  request  or other  instrument,  not only as to its due  execution,
validity  and  effectiveness,  but  also as to the  truth  and  accuracy  of any
information  contained  therein,  which Escrow Agent shall believe to be genuine
and to have been signed or presented by the person or parties purporting to sign
the same.  In no event shall  Escrow Agent be liable for  incidental,  indirect,
special,  consequential or punitive damages (including, but not limited to, lost
profits),  even if the Escrow Agent has been advised of the  likelihood  of such
loss or damage and  regardless of the form of action.  Escrow Agent shall not be
obligated to take any legal action or commence any proceeding in connection with
the Escrow Funds,  any account in which Escrow Funds are deposited,  this Escrow
Agreement or the  Offering  Document,  or to appear in,  prosecute or defend any
such  legal  action  or  proceeding.  Without  limiting  the  generality  of the
foregoing,  Escrow Agent shall not be responsible for or required to enforce any
of the terms or conditions of any subscription  agreement with any Subscriber or
any other agreement between Issuer,  Underwriter  and/or any Subscriber.  Escrow
Agent shall not be  responsible  or liable in any manner for the  performance by
Issuer or any Subscriber of their respective  obligations under any subscription
agreement nor shall Escrow Agent be  responsible or liable in any manner for the
failure of Issuer,  Underwriter or any third party (including any Subscriber) to
honor any of the provisions of this Escrow  Agreement.  Escrow Agent may consult
legal  counsel  selected by it in the event of any dispute or question as to the
construction of any of the provisions hereof or of any other agreement or of its
duties  hereunder,  or relating to any dispute  involving any party hereto,  and
shall  incur no  liability  and shall be fully  indemnified  from any  liability
whatsoever  in acting in  accordance  with the  opinion or  instruction  of such
counsel.  Issuer shall  promptly  pay,  upon  demand,  the  reasonable  fees and
expenses of any such counsel.

                                      -7-
<PAGE>

            b.    The Escrow Agent is  authorized,  in its sole  discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
Escrow  Funds,  without  determination  by the  Escrow  Agent  of  such  court's
jurisdiction  in the matter.  If any portion of the Escrow  Funds is at any time
attached,  garnished  or  levied  upon  under any  court  order,  or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall
be stayed or  enjoined  by any court  order,  or in case any order,  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion,  to rely upon and comply  with any such  order,  writ,  judgment  or
decree  which it is advised by legal  counsel  selected by it is binding upon it
without the need for appeal or other  action;  and if the Escrow Agent  complies
with any such order, writ,  judgment or decree, it shall not be liable to any of
the parties hereto or to any other person or entity by reason of such compliance
even though such order, writ,  judgment or decree may be subsequently  reversed,
modified, annulled, set aside or vacated.

      9.    Indemnification  of Escrow  Agent.  From and at all times  after the
date of this Escrow Agreement,  Issuer shall, to the fullest extent permitted by
law,  defend,  indemnify and hold  harmless the Escrow Agent and each  director,
officer, employee,  attorney, agent and affiliate of Escrow Agent (collectively,
the "Indemnified  Parties") against any and all actions,  claims (whether or not
valid), losses, damages,  liabilities,  costs and expenses of any kind or nature
whatsoever  (including without limitation  reasonable attorneys' fees, costs and
expenses)  incurred by or asserted  against any of the Indemnified  Parties from
and after the date  hereof,  whether  direct,  indirect or  consequential,  as a
result of or arising  from or in any way  relating to any claim,  demand,  suit,
action or proceeding  (including  any inquiry or  investigation)  by any person,
including  without  limitation,  Issuer or  Underwriter,  whether  threatened or
initiated,  asserting  a claim for any legal or  equitable  remedy  against  any
person  under any  statute or  regulation,  including,  but not  limited to, any
federal or state  securities laws, or under any common law or equitable cause or
otherwise,  arising from or in  connection  with the  negotiation,  preparation,
execution, performance or failure of performance of this Escrow Agreement or any
transactions contemplated herein, whether or not any such Indemnified Party is a
party to any such action, proceeding,  suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have the right
to be indemnified  hereunder for any liability finally  determined by a court of
competent  jurisdiction,  subject to no further appeal,  to have resulted solely
from the gross negligence or willful  misconduct of such Indemnified Party. Each
Indemnified  Party shall, in its sole  discretion,  have the right to select and
employ separate  counsel with respect to any action or claim brought or asserted
against it, and the reasonable fees of such counsel shall be paid upon demand by
the Issuer.  The  obligations  of Issuer under this Section 9 shall  survive any
termination  of this Escrow  Agreement and the  resignation or removal of Escrow
Agent.

      10.   Compensation to Escrow Agent.

            a.    Fees and Expenses.  Issuer shall  compensate  Escrow Agent for
its services  hereunder  in  accordance  with  Paragraph 3 of Exhibit A attached
hereto and,  in  addition,  shall

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<PAGE>

reimburse  Escrow  Agent upon  production  of  accounts  and  vouchers  or other
reasonable  evidence  submitted  to  Issuer  by  Escrow  Agent,  for  all of its
reasonable  out-of-pocket expenses,  including attorneys' fees, travel expenses,
telephone and facsimile  transmission costs, postage (including express mail and
overnight  delivery  charges),   copying  charges  and  the  like.  All  of  the
compensation and reimbursement obligations set forth in this Section 10 shall be
payable by Issuer upon demand by Escrow Agent.  The  obligations of Issuer under
this Section 10 shall survive any  termination of this Escrow  Agreement and the
resignation or removal of Escrow Agent.

            b.    Disbursements  from  Escrow  Funds to Pay  Escrow  Agent.  The
Escrow Agent is  authorized  to and may disburse from time to time, to itself or
to any Indemnified Party from the Escrow Funds (to the extent of Issuer's rights
thereto),  the amount of any  compensation  and  reimbursement  of out-of-pocket
expenses due and payable  hereunder  (including any amount to which Escrow Agent
or any Indemnified Party is entitled to seek indemnification pursuant to Section
9 hereof).  Escrow Agent shall notify Issuer of any disbursement from the Escrow
Funds to itself or to any  Indemnified  Party in respect of any  compensation or
reimbursement  hereunder  and  shall  furnish  to Issuer  copies of all  related
invoices and other statements.

            c.    Security and Offset.  Issuer hereby grants to Escrow Agent and
the  Indemnified  Parties a security  interest in and lien upon the Escrow Funds
(to the extent of Issuer's rights thereto) to secure all obligations  hereunder,
and Escrow Agent and the Indemnified  Parties shall have the right to offset the
amount of any compensation or reimbursement due any of them hereunder (including
any claim for  indemnification  pursuant to Section 9 hereof) against the Escrow
Funds (to the extent of Issuer's  rights  thereto.) If for any reason the Escrow
Funds  available to Escrow Agent and the  Indemnified  Parties  pursuant to such
security interest or right of offset are insufficient to cover such compensation
and  reimbursement,  Issuer shall  promptly pay such amounts to Escrow Agent and
the Indemnified Parties upon receipt of an itemized invoice.

      11.   Representations  and  Warranties;  Legal  Opinions.  a.  Each of the
Underwriter and the Issuer respectively makes the following  representations and
warranties to Escrow Agent:

            (1)   It  is  a  corporation  or  limited   liability  company  duly
organized, validly existing, and in good standing under the laws of the state of
its  incorporation or organization,  and has full power and authority to execute
and deliver this Escrow Agreement and to perform its obligations hereunder;.

            (2)   This Escrow  Agreement has been duly approved by all necessary
corporate action,  including any necessary  shareholder or membership  approval,
has been executed by its duly authorized officers, and constitutes its valid and
binding agreement, enforceable in accordance with its terms.

            (3)   The  execution,  delivery,  and  performance  of  this  Escrow
Agreement will not violate, conflict with, or cause a default under its articles
of incorporation,  articles of

                                      -9-
<PAGE>

organization or bylaws,  operating agreement or other organizational  documents,
as  applicable,   any   applicable  law  or  regulation,   any  court  order  or
administrative ruling or decree to which it is a party or any of its property is
subject, or any agreement,  contract, indenture, or other binding arrangement to
which it is a party or any of its property is subject.  The execution,  delivery
and  performance  of this Escrow  Agreement is  consistent  with and  accurately
described in the Offering  Document,  and the  allocation  of interest and other
earnings to Subscribers, as set forth in Sections 4(b) and 4(c) hereof, has been
properly described therein.

            (4)   It hereby acknowledges that the status of Escrow Agent is that
of agent only for the limited purposes set forth herein,  and hereby  represents
and  covenants  that no  representation  or  implication  shall be made that the
Escrow Agent has  investigated the desirability or advisability of investment in
the Shares or has approved, endorsed or passed upon the merits of the investment
therein  and that the name of the Escrow  Agent has not and shall not be used in
any  manner in  connection  with the offer or sale of the  Shares  other than to
state that the Escrow  Agent has agreed to serve as escrow agent for the limited
purposes set forth herein.

            (5)   All of its representations and warranties contained herein are
true and  complete  as of the date  hereof and will be true and  complete at the
time of any deposit to or disbursement from the Escrow Funds.

            b.    Issuer makes the following further representation and warranty
to Escrow Agent:

            (1)   No party  other than the  parties  hereto and the  prospective
Subscribers  have, or shall have,  any lien,  claim or security  interest in the
Escrow  Funds or any part  thereof.  No  financing  statement  under the Uniform
Commercial Code is on file in any jurisdiction  claiming a security  interest in
or describing  (whether  specifically or generally) the Escrow Funds or any part
thereof.

            c.    Underwriter  makes the following  further  representation  and
warranty to Escrow Agent:

            (1)   The  deposit  with  Escrow  Agent  by   Underwriter   of  Cash
Investment   Instruments  pursuant  to  Section  3  hereof  shall  be  deemed  a
representation and warranty by Underwriter that such Cash Investment  Instrument
represents a bona fide sale to the Subscriber described therein of the amount of
Shares set forth  therein,  subject to and in  accordance  with the terms of the
Offering Document.

      12. Tax  Reporting.  All  earnings  or  interest  paid  hereunder  will be
reported  by the  recipient  thereof to the  Internal  Revenue  Service or other
taxing authority.  Notwithstanding  the foregoing,  Escrow Agent shall report to
the Internal  Revenue Service or such other taxing authority such earnings as it
deems  appropriate  or as  required  by any  applicable  law or  regulation.  In
addition,  Escrow Agent shall withhold any taxes it deems  appropriate and shall
remit such taxes to the appropriate authorities.

                                      -10-
<PAGE>

      13.   Identifying  Information.  Issuer and Underwriter acknowledge that a
portion of the identifying information set forth on Exhibit A attached hereto is
being  requested  by the Escrow  Agent in  connection  with the USA Patriot Act,
Pub.L.107-56  (the  "Act"),  and Issuer  and  Underwriter  agree to provide  any
additional  information requested by the Escrow Agent in connection with the Act
or any similar  legislation or regulation to which Escrow Agent is subject, in a
timely manner. The Issuer and the Underwriter each represent that its respective
identifying  information  set forth on  Exhibit  A  attached  hereto,  including
without limitation,  its Taxpayer Identification Number assigned by the Internal
Revenue Service or any other taxing authority,  is true and complete on the date
hereof  and will be true and  complete  at the time of any  disbursement  of the
Escrow Funds.

      14.   Consent  to  Jurisdiction  and  Venue.  In the event  that any party
hereto commences a lawsuit or other proceeding  relating to or arising from this
Escrow Agreement,  the parties hereto agree that the State of Alabama shall have
the sole and  exclusive  jurisdiction  over any such  proceeding.  If such court
lacks federal subject matter  jurisdiction,  the parties agree that the State of
Alabama shall have sole and exclusive jurisdiction. Any of these courts shall be
proper venue for any such lawsuit or judicial  proceeding and the parties hereto
waive any objection to such venue.  The parties  hereto  consent to and agree to
submit to the  jurisdiction of any of the courts  specified  herein and agree to
accept  service  of process to vest  personal  jurisdiction  over them in any of
these courts.

      15.   Notice.  All  notices,  approvals,  consents,  requests,  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
given when the writing is delivered  if given or  delivered  by hand,  overnight
delivery  service or  facsimile  transmitter  (with  confirmed  receipt)  to the
address or facsimile number set forth on Exhibit A attached  hereto,  or to such
other address as each party may  designate for itself by like notice,  and shall
be deemed to have been given on the date  deposited in the mail,  if mailed,  by
first-class,  registered or certified mail,  postage  prepaid,  addressed as set
forth on Exhibit A attached  hereto,  or to such other address as each party may
designate for itself by like notice.

      16.   Amendment or Waiver.  This Escrow Agreement may be changed,  waived,
discharged or terminated  only by a writing  signed by  Underwriter,  Issuer and
Escrow  Agent.  No delay or omission by any party in  exercising  any right with
respect hereto shall operate as a waiver. A waiver on any one occasion shall not
be  construed  as a bar to, or  waiver  of,  any  right or remedy on any  future
occasion.

      17.   Severability.  To the extent any provision of this Escrow  Agreement
is prohibited  by or invalid  under  applicable  law,  such  provision  shall be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.

                                      -11-
<PAGE>

      18.   Governing  Law.  This  Escrow   Agreement  shall  be  construed  and
interpreted in accordance with the internal laws of the State of Alabama without
giving effect to the conflict of laws principles thereof.

      19.   Entire  Agreement.  The  information set forth in Exhibit A attached
hereto and the  documents  described  on Exhibit C attached  hereto,  are hereby
incorporated by this reference,  and form a part of this Escrow Agreement.  This
Escrow Agreement,  constitutes the entire agreement between the parties relating
to the  acceptance,  collection,  holding,  investment and  disbursement  of the
Escrow Funds and sets forth in their entirety the  obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

      20.   Binding  Effect.  All of the  terms  of this  Escrow  Agreement,  as
amended from time to time, shall be binding upon, inure to the benefit of and be
enforceable by the respective successors and assigns of Underwriter,  Issuer and
Escrow Agent.

      21.   Execution in Counterparts.  This Escrow Agreement may be executed in
two or more  counterparts,  which when so executed shall  constitute one and the
same agreement.

      22.   Termination.  Upon the  first to  occur of the  disbursement  of all
amounts in the Escrow  Funds or deposit of all amounts in the Escrow  Funds into
court pursuant to Section 5 or Section 8(b) hereof,  this Escrow Agreement shall
terminate  and  Escrow  Agent  shall  have no further  obligation  or  liability
whatsoever with respect to this Escrow Agreement or the Escrow Funds.

      23.   Dealings. The Escrow Agent and any stockholder, director, officer or
employee of the Escrow Agent may buy, sell, and deal in any of the securities of
the Issuer and become  pecuniarily  interested in any  transaction  in which the
Issuer  may be  interested,  and  contract  and  lend  money to the  Issuer  and
otherwise  act as fully and freely as though it were not Escrow Agent under this
Escrow Agreement.  Nothing herein shall preclude the Escrow Agent from acting in
any other capacity for the Issuer or any other entity.

                       [Signatures continued on next page]

                                      -12-
<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have caused this Escrow Agreement
to be executed under seal as of the date first above written.

                                        CAPITAL BENEFITS, LLC

                                        By: AmeriFirst Financial Services, Inc.,
                                            Manager

[CORPORATE SEAL]                        By: /s/ Brittany M. Ellis
                                            ------------------------------------
                                            Brittany M. Ellis, President

ATTEST:

/s/ Brittany M. Ellis
---------------------
     Secretary

                                        AMERIFIRST CAPITAL CORP.

[CORPORATE SEAL]                        By: /s/ John Tooke
                                            ------------------------------------
                                            John Tooke, Chef Executive Officer

ATTEST:

/s/ Brittany M. Ellis
---------------------
      Secretary

                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION, as Escrow Agent

                                        By:    /s/ Theresa Callaway
                                              ----------------------------------
                                        Title: AVP
                                              ----------------------------------

                                      -13-
<PAGE>

                                    EXHIBIT A

1.    Definitions. "Minimum Offering" means2,500 Shares.

                        "Expiration   Date"  means  October  17,  2005,   unless
                  extended up until April 17,  2006?.  If  extending  the Issuer
                  shall notify Escrow Agent in writing of such extension.

2.    Escrow Account.

                  Wachovia Bank, National Association
                  Charlotte ABA# 053000219
                  Trust Ops Ledger #DDA - 000000016439
                  ATTN: CT -  84 Birmingham
                  Re: AmeriFirst Trust #

3.    Escrow Agent Fees.

      Acceptance Fee:                   $1,000
      Annual Escrow Fee:                $2,750
      Out-of-Pocket Expenses:           billed at cost, if any
      Other Fees (Attorney, if any):    billed at cost, if any

      The Acceptance Fee and the Annual Escrow Fee are payable upon execution of
      the  escrow  documents.  In  the  event  the  escrow  is not  funded,  the
      Acceptance  Fee and all related  expenses  remain due and payable,  and if
      paid, will not be refunded.  Annual fees cover a full year in advance,  or
      any part thereof, and thus are not pro-rated in the year of termination.

      The fees quoted in this schedule apply to services  ordinarily rendered in
      the  administration  of an Escrow  Account and are  subject to  reasonable
      adjustment based on final review of documents, or when the Escrow Agent is
      called upon to undertake unusual duties or responsibilities, or as changes
      in law,  procedures,  or the cost of doing  business  demand.  Services in
      addition to and not contemplated in this Escrow Agreement,  including, but
      not limited to,  document  amendments  and  revisions,  non-standard  cash
      and/or investment  transactions,  calculations,  notices and reports,  and
      legal fees, will be billed as extraordinary expenses.

      Unless otherwise indicated,  the above fees relate to the establishment of
      one escrow account.  Additional  sub-accounts  governed by the same Escrow
      Agreement  may  incur an  additional  charge.  Transaction  costs  include
      charges for wire  transfers,  checks,  internal  transfers and  securities
      transactions.

<PAGE>

4.    Taxpayer Identification Numbers.

      Underwriter: 16-1628026
      Issuer:      41-2065933

5.    Investment Instructions

      Invest all Escrow  Funds in the  Wachovia  Trust  Money  Access Corp Trust
      Account, CUSIP 997981022

6.    Termination  and  Disbursement.  In the event there is any  termination or
      failure  of the  offering  pursuant  to  Sections  4b or 4c of the  Escrow
      Agreement,  the  Escrow  Agent  shall,  in  accordance  with the  Offering
      Document (select one):

      o     Pay as soon  as  practicable  to the  applicable  Subscriber(s),  by
            certified or bank check and by first-class  mail, each  Subscriber's
            share of interest income earned on the Escrow Funds, each such share
            to be  calculated  on a Pro Rata  Basis (as  defined  in the  Escrow
            Agreement).

      o     Pay all monies  representing  interest and other earnings as soon as
            practicable by certified or bank check, subject to Section 10 of the
            Escrow Agreement, to Issuer.

7.    Notice Addresses. Principal Place of Business, if different

If to Issuer, at:       Capital Benefits, LLC              Same

                        2015 A Osborne Rd.,
                        St. Marys, Georgia 31558
                        ATTN: John Tooke,
                        Chief Executive Officer
                        Facsimile Number: 912-882-9461

If to Underwriter, at:  AmeriFirst Capital Corp.           Same
                        2015 A Osborne Rd.,
                        St. Marys, Georgia 31558
                        ATTN: John Tooke,
                        Chief Executive Officer
                        Facsimile Number: 912-882-9461

<PAGE>

If to the Escrow
Agent, at:              Wachovia Bank, National Association, as Escrow Agent
                        Corporate Trust Bond Administration
                        110 Office Park Drive
                        Birmingham, AL 35223
                        ATTENTION: Teresa Callaway
                        Facsimile Number: 205-254-4180

<PAGE>

                                    Exhibit B

                                Offering Document

<PAGE>

                                    Exhibit C

                          Additional Documents Required
                           for Release of Escrow Funds
                            Pursuant to Section 4(a)

1.    Certificate of _____(name)___ , ________(office)______ of Issuer, that (a)
      the Shares described in the Offering  Document have been registered or are
      exempt from  registration  under the Securities Act of 1933, and have been
      registered  or  are  exempt  from  registration   under  applicable  state
      securities  laws,  (b) no  stop  or  similar  order  has  been  issued  or
      threatened  to be  issued  by the  SEC  or  any  other  federal  or  state
      regulatory  authority  in  connection  with the  Offering  Document or the
      offering  of Shares  pursuant  thereto,  and (c) all  representations  and
      warranties  of the Issuer set forth in the Escrow  Agreement  are true and
      correct in all material respects on and as of the date of such certificate
      as if made on the date thereof; and

2.    An opinion of counsel to Underwriter  that (a) the Shares described in the
      Offering  Document have been  registered  or are exempt from  registration
      under the  Securities  Act of 1933 and have been  registered or are exempt
      from  registration  under applicable state securities laws, and (b) to the
      best of its  knowledge,  no stop or  similar  order  has  been  issued  or
      threatened  to be  issued  by the  SEC  or  any  other  federal  or  state
      regulatory  authority  in  connection  with the  Offering  Document or the
      offering of Shares pursuant thereto.

[Include documents listed below for offering of bank shares]

1.    Certificate  of  ____(name)____  ,  ____(office)____  of Issuer,  that (a)
      Issuer has received from the [insert  appropriate State Banking Authority]
      approval  of its  application  and a  certificate  to  operate  a  banking
      business and approval of its articles of incorporation, and (b) the Issuer
      has been  granted  deposit  insurance  by the  Federal  Deposit  Insurance
      Corporation.

2.    An opinion of counsel to Underwriter that (a) Issuer has received from the
      _______________[insert   appropriate   State   Banking   Authority]_______
      approval  of its  application  and a  certificate  to  operate  a  banking
      business and approval of its articles of incorporation, and (b) the Issuer
      has been  granted  deposit  insurance  by the  Federal  Deposit  Insurance
      Corporation.