AMERICA FIRST MORTGAGE INVESTMENTS, INC.



                        6,500,000 SHARES OF COMMON STOCK





                             UNDERWRITING AGREEMENT



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                                TABLE OF CONTENTS



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{S}                                                                          {C}

1.     SALE AND PURCHASE.......................................................2



2.     PAYMENT AND DELIVERY....................................................3



3.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................4



4.     CERTAIN COVENANTS OF THE COMPANY.......................................13



5.     PAYMENT OF EXPENSES....................................................16



6.     CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS............................17



7.     TERMINATION............................................................24



8.     INCREASE IN UNDERWRITERS' COMMITMENTS..................................25



9.     INDEMNITY AND CONTRIBUTION BY THE COMPANY AND THE UNDERWRITERS.........26



10.     SURVIVAL..............................................................29



11.     NOTICES...............................................................29



12.     GOVERNING LAW; CONSENT TO JURISDICTION................................29



13.     PARTIES IN INTEREST...................................................30



14.     COUNTERPARTS..........................................................30

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                    AMERICA FIRST MORTGAGE INVESTMENTS, INC.



                        6,500,000 SHARES OF COMMON STOCK



                             UNDERWRITING AGREEMENT





                                                                January 14, 2002





FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

RBC DAIN RAUSCHER INC.

JOLSON MERCHANT PARTNERS, LLC

STIFEL, NICOLAUS & COMPANY, INCORPORATED

as Representatives of the several Underwriters

c/o Friedman, Billings, Ramsey & Co., Inc.

1001 19th Street North

Arlington, Virginia 22209



Dear Sirs:



         America First Mortgage Investments, Inc., a Maryland corporation (the

"Company"), confirms its agreement with Friedman, Billings, Ramsey & Co., Inc.,

RBC Dain Rauscher Inc., Jolson Merchant Partners, LLC and Stifel Nicolaus &

Company, Incorporated and each of the other Underwriters listed on SCHEDULE I

hereto (collectively, the "Underwriters"), for whom Friedman, Billings, Ramsey &

Co., Inc., RBC Dain Rauscher Inc., Jolson Merchant Partners, LLC and Stifel

Nicolaus & Company, Incorporated are acting as representatives (in such

capacity, the "Representatives"), with respect to (i) the sale by the Company

and the purchase by the Underwriters, acting severally and not jointly, of the

respective numbers of shares of common stock of the Company, $0.01 par value per

share (the "Common Shares"), set forth in SCHEDULE I hereto and (ii) the grant

by the Company to the Underwriters, acting severally and not jointly, of the

option described in Section 1(b) hereof to purchase all or any part of 975,000

Common Shares to cover over-allotments, if any. The 6,500,000 Common Shares to

be purchased by the Underwriters (the "Initial Shares") and all or any part of

the 975,000 Common Shares subject to the option described in Section 1(b) hereof

(the "Option Shares") are hereinafter called, collectively, the "Shares."



         The Company understands that the Underwriters propose to make a public

offering of the Shares as soon as the Underwriters deem advisable after this

Agreement has been executed and delivered.



         The Company has filed, in accordance with the provisions of the

Securities Act of 1933, as amended (the "Securities Act") and the rules and

regulations thereunder (the "Securities Act



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Regulations"), with the Securities and Exchange Commission (the "Commission"), a

registration statement on Form S-3 (No. 333-70082) (the "Registration

Statement") relating to the offering of up to $300,000,000 of its common stock

and/or preferred stock by the Company from time to time pursuant to Rule 415 of

the Securities Act. The Registration Statement, as declared effective on October

5, 2001, contains a prospectus and incorporates by reference documents which the

Company has filed or will file in accordance with the provisions of the

Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules

and regulations thereunder (the "Exchange Act Regulations"). The Company has

prepared a prospectus supplement (the "Prospectus Supplement') to the prospectus

included as part of the Registration Statement setting forth the terms of the

offering, sale and plan of distribution of the Shares and additional information

concerning the Company and its business. The Company has furnished to the

Representatives, for use by the underwriters and by dealers, copies of one or

more preliminary prospectuses containing the prospectus included as part of the

Registration Statement, as supplemented by a preliminary Prospectus Supplement

dated January 7, 2002, and including the documents incorporated in such

prospectus by reference (collectively, the "Preliminary Prospectus") relating to

the Shares. Except where the context otherwise requires, the Registration

Statement, as amended when it became effective, including all documents filed as

part thereof or incorporated by reference therein, and including any information

contained in a Prospectus (as defined below) subsequently filed with the

Commission pursuant to Rule 424(b) of the Securities Act Regulations are

collectively herein called the "Registration Statement," and the prospectus,

including all documents incorporated therein by reference, included in the

Registration Statement, as supplemented by the Prospectus Supplement dated

January 14, 2002, in the form filed by the Company with the Commission pursuant

to Rule 424(b) of the Securities Act Regulations on or before the second

business day following the date of this Agreement (or on such other day as the

parties may mutually agree), is herein called the "Prospectus." Any reference

herein to the Registration Statement, the Prospectus, any Preliminary Prospectus

or any amendment or supplement thereto shall be deemed to refer to and include

the documents incorporated by reference therein, and any reference herein to the

terms "amend," "amendment" or "supplement" with respect to the Registration

Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer

to and include the filing after the execution hereof of any document with the

Commission deemed to be incorporated by reference therein. For purposes of this

Agreement, all references to the Registration Statement, the Prospectus, any

Preliminary Prospectus or to any amendment or supplement thereto shall be deemed

to include any copy filed with the Commission pursuant to its Electronic Data

Gathering Analysis and Retrieval System ("EDGAR"), and such copy shall be

identical in content to any Prospectus or Preliminary Prospectus delivered to

the Underwriters for use in connection with the offering of the Shares.



         The Company and the Underwriters agree as follows:



         1. SALE AND PURCHASE:



         (a) INITIAL SHARES. Upon the basis of the warranties and

representations and other terms and conditions herein set forth, the Company

agrees to sell to each Underwriter, severally and not jointly, and each

Underwriter agrees, severally and not jointly, to purchase from the Company at

the purchase price per share of $7.816875, the number of Initial Shares set

forth in SCHEDULE I opposite such Underwriter's name, plus any additional number

of Initial Shares which such Underwriter may become obligated to purchase

pursuant to the provisions of Section 8

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