Subscription Escrow Agreement

EXHIBIT 10.1


SUBSCRIPTION ESCROW AGREEMENT


SUBSCRIPTION ESCROW AGREEMENT (the "Agreement") executed this _____day of December 2002 ("Effective Date") by and among AmeriFirst Fund I, LLC, a Florida limited liability company (the "Issuer"), AmeriFirst Capital Corp., a Florida corporation (the "Depositor") and SOUTHTRUST BANK, a state banking institution organized and existing under the laws of the State of Alabama, as escrow agent ("Escrow Agent").


WHEREAS, the Issuer has filed a registration statement, Form S-1, File No. 333-98651, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, concerning the subscription and sale of membership units ( the "Units") in the Issuer with a minimum purchase requirement of 100 Units ("Minimum Purchase") at the price of $1,000.00 per Unit.


WHEREAS, the Depositor has been named as the underwriter pursuant to the proposed subscription and sale of the Units under the terms of the Underwriting Agreement by and between Issuer and Depositor to be dated the effective date of the above registration statement (the "Effective Date").


WHEREAS, the Issuer and Depositor propose to establish a escrow fund in accordance and compliance with 17 C.F.R. section 240.15c2-4 to be held by the Escrow Agent until the earlier of six months from the Effective Date of the prospectus or the sale of $2,5000,000 in Units is complete or is terminated by the Issuer unless extended for up to an additional six months in accordance with the terms of the prospectus.


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


1. APPOINTMENT OF ESCROW AGENT. The Issuer and the Depositor do hereby appoint the Escrow Agent as escrow agent for the purposes described herein.


2. ACCEPTANCE OF APPOINTMENT BY ESCROW AGENT. The Escrow Agent does hereby accept the appointment as escrow agent and agrees to act on the terms and conditions described herein.


3. ESCROW FUND. All funds received by Depositor and Issuer in connection with the sale of Units shall be deposited with the Escrow Agent ("Escrow Funds") by noon of the next business day after receipt by the Depositor. The Escrow Agent shall hold, maintain and secure the Escrow Funds subject to the terms, conditions and restrictions herein described. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit "A", or as otherwise expressly set forth in this Agreement.


4. INVESTMENT OF ESCROW FUND. The Escrow Agent shall invest and reinvest the Escrow Funds in the investment(s) set forth in Exhibit "B" or any other investment which shall be requested in writing by both Issuer and Depositor and which shall be considered acceptable in the sole discretion of the Escrow Agent. Escrow Agent shall have sole discretion


to select the brokers, dealers or other traders of securities in connection with the investment of Escrow Funds. During the term of this Agreement the Escrow Agent shall provide the Depositor and the Issuer with written monthly statements containing the beginning balance of the Escrow Funds, as well as all principal and income transactions for the statement period. Escrow Agent shall have the express authority to liquidate any and all investments consisting in whole or in part of Escrow Funds to make any and all payments under this Agreement.


5. LIABILITY OF ESCROW AGENT. The Escrow Agent shall not be liable for any loss to Escrow Funds resulting from the investment(s) enumerated in Exhibit "B" or any investment(s) requested in writing by either Depositor or Issuer. The Escrow Agent shall not be liable for any (a) actions taken at the request of either Depositor or Issuer; (a) inaction resulting from the failure of either Depositor or Issuer to provide the Escrow Agent with written instructions as to investment directives; (a) inaction resulting from the exercise of the Escrow Agent's sole discretion in the choice of requested investments; or, (a) any loss resulting from the liquidation of any investment(s) prior to such investment's maturity date for the purpose of making required payments under this Agreement. The Escrow Agent shall not be held liable for any actions taken in good faith reliance upon written instructions by Depositor and/or Issuer. The Escrow Agent shall not be held liable for any action or inaction taken in good faith, except that it may be held liable for its own gross negligence or willful misconduct, if so determined by a court of competent jurisdiction. Under no circumstances shall the Escrow Agent be held liable for any special, indirect or consequential damages of any kind, even though the Escrow Agent may have been placed on notice of the likelihood of such loss.


6. RIGHTS AND DUTIES OF ESCROW AGENT. This Agreement shall represent the entire understanding of the parties hereto, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, the Depositor and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from either Depositor or Issuer in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent become uncertain as to its duties under this Agreement, it shall be permitted to immediately abstai ...