PROMISSORY NOTE
                                ---------------


Date:                           November 1, 2000

Maker:                          Ameri-First Financial Group,  Inc.,
                                Ameri-First   Securities,     Inc.,
                                Ameri-First Financial  Corporation,
                                Jeffrey C. Bruteyn, and
                                James N. Chatham III

Maker's Mailing Address:        4514 Cole Avenue
                                Suite 806
                                Dallas, Texas 75205

Payee:                          Wilkerson Consulting, Inc.
                                a Nevada corporation

Place for Payment:              13663 Jupiter Road,
                                Suite 401
                                Dallas, Texas 75238

Principal Amount:               $1,800,000.00

Annual Interest Rate on
Unpaid Principal from Date:     10.0%

Annual Interest Rate on
Matured, Unpaid Amounts:        15.0%

Terms of Payment
(Principle and Interest):       Monthly payments  of principal  and
                                interest    in    the   amount   of
                                $108,102.74, beginning on  December
                                1, 2000, with the  Principal Amount
                                and all accrued  interest  due  and
                                payable in full on or before May 1,
                                2002

Security for Payment:           All  of  the issued and outstanding
                                stock  of  Ameri-First  Securities,
                                Inc., all assets of Makers, whether


PROMISSORY NOTE -- Page 1
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                                such   assets   be  real  property,
                                personal property, or mixed, all of
                                the assets of Ameri-First Financial
                                Corporation, whether such assets be
                                real  property,  personal property,
                                or  mixed,  Ameri-First   Financial
                                Group, Inc. Stock  Certificate  No.
                                ______, R/N/O  Jeffrey  C.  Bruteyn
                                and  Ameri-First  Financial  Group,
                                Inc.    Stock    Certificate    No.
                                ______, R/N/O Hess Capital, L.L.C.

         Maker  promises  to pay to the order of Payee at the place for  payment
and  according  to the terms of payment  the  Principal  Amount plus all accrued
interest. All unpaid amoutns shall be due by the final scheduled payment date.

         On default in the payment of this Note,  the unpaid  principal  balance
shall become  immediately  due at the election of Payee.  Maker and each surety,
endorser, and guarantor waive all demands for payment, presentation for payment,
notices  of  intention  to  accelerate  maturity,  notices  of  acceleration  of
maturity,  protests,  and  notices  of  protest.  In the event of default in the
payment of this Note,  the holder  hereof  may, at any time  following  default,
exercise  any fo its rights an  remedies,  including,  but not  limited  to, its
rights  to  retain  and/or  sell any  collateral  pursuant  to the  terms of any
security instrument relating to this Note. If the proceeds of the disposition of
any  collateral  is not  sufficient to pay the  Obligation in full,  Maker shall
remain liable for any deficiency.

         If this Note or any instrument securing or collateral to it is given to
an attorney for collection or enforcement,  or if suit is brought for collection
or enforcement,  or if it is collected or enforced through probate,  bankruptcy,
or other judicial proceedings, Maker shall pay Payee all costs of collection and
enforcement,  including reasonalbe  attorney's fees and court costs, in addition
to other amounts due.

         Maker  may  prepay  all or part of the  Principal  Amount  at any  time
without notice or penalty.

         When the context  requires,  singular  nouns and  pronouns  include the
plural.

         This Note shall be governed by and  construed  in  accordance  with the
laws of the State of Texas.



PROMISSORY NOTE -- Page 2
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         All notices  given or required by this Note shall be hand  delivered or
sent by  United  States  Mail,  certified,  return  receipt  requested,  postage
prepaid,  addressed to Maker or Payee, as applicable, at the addresses set forth
above, or at such other address,  as the parties give notice as herein provided.
All notices given other than by hand delivery  shall be deemed  effective  three
(3) days after  deposit in the United  States Mail,  as  aforesaid.  All notices
given by hand delivery shall be effective  when received by the addressee  named
therein.

         EXECUTED to be effective as of the date first above written.


                                        MAKER:
                                        -----

                                        AMERI-FIRST FINANCIAL GROUP, INC.,
                                        a Nevada Corporation


                                        By:  /s/  Jeffrey C. Bruteyn
                                           ---------------------------------
                                           Jeffrey C. Bruteyn
                                           Chief Executive Officer



                                        AMERI-FIRST SECURITIES, INC.,
                                        a Texas Corporation


                                        By:  /s/  Jeffrey C. Bruteyn
                                           ---------------------------------
                                           Jeffrey C. Bruteyn, President



                                        AMERI-FIRST FINANCIAL CORPORATION,
                                        a Texas Corporation


                                        By:  /s/  Jeffrey C. Bruteyn
                                           ---------------------------------
                                           Jeffrey C. Bruteyn, President


                                          /s/  Jeffrey C. Bruteyn
                                        ------------------------------------
                                        JEFFREY C. BRUTEYN


PROMISSORY NOTE -- Page 3
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