DISTRIBUTION AGREEMENT

Distribution Agreement

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AMERICAN CHURCH MORTGAGE COMPANY | AMERICAN INVESTORS GROUP, INC.

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Title: DISTRIBUTION AGREEMENT
Governing Law: Minnesota Date: 6/28/2004
Law Firm: Winthrop & Weinstine, P.A.

DISTRIBUTION AGREEMENT

$23,000,000 SERIES B SECURED INVESTOR CERTIFICATES

AMERICAN CHURCH MORTGAGE COMPANY (THE "COMPANY")

AMERICAN INVESTORS GROUP, INC. (THE "UNDERWRITER")

_____________, 2004

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TABLE OF CONTENTS

ARTICLE I. DEFINITIONS 3

Section 1.01 Defined Terms 3

Section 1.02 Accounting Terms 5

ARTICLE II. APPOINTMENT OF UNDERWRITER AND RELATED AGREEMENTS 5

Section 2.01 Appointment; Exclusivity 5

Section 2.02 Compensation to Underwriter 5

Section 2.03 Brokers and Dealers 6

Section 2.04 Underwriter's Unrelated Activities 6

Section 2.05 Best Efforts; Independent Contractor 6

ARTICLE III. SERVICES; STANDARD OF CARE 7

Section 3.01 Services 7

Section 3.02 Reports to the Company 7

ARTICLE IV. REPRESENTATIONS AND COVENANTS OF THE COMPANY 8

Section 4.01 Representations, Warranties and Agreements of the Company 8

Section 4.02 Covenants of the Company 13

ARTICLE V. REPRESENTATIONS AND COVENANTS OF UNDERWRITER; CONDITIONS 15

Section 5.01 Representations and Warranties of Underwriter 15

Section 5.02 Covenants of Underwriter 16

ARTICLE VI. CONDITIONS 17

Section 6.01 Conditions of The Underwriter's Obligations 17

ARTICLE VII. INDEMNIFICATION AND CONTRIBUTION 18

Section 7.01 Company's Indemnification of Underwriter 18

Section 7.02 Underwriter's Indemnification of the Company 19

Section 7.03 Notice of Indemnification Claim 20

Section 7.04 Contribution 20

Section 7.05 Notice of Contribution Claim 21

Section 7.06 Reimbursement 21

Section 7.07 Arbitration 22

ARTICLE VIII. TERM AND TERMINATION 22

Section 8.01 Effective Date of this Agreement 22

Section 8.02 Termination Prior to Initial Closing Date 22

Section 8.03 Notice of Termination 23

Section 8.04 Termination After Effective Date 23

ARTICLE IX. MISCELLANEOUS 24

Section 9.01 Survival 24

Section 9.02 Notices 24

Section 9.03 Successors and Assigns; Transfer 24

Section 9.04 Cumulative Remedies 25

Section 9.05 Attorneys' Fees 25

Section 9.06 Entire Agreement 25

Section 9.07 Choice of Law 25

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Section 9.08 Confidentiality 25

Section 9.09 Rights to Investor Lists 25

Section 9.10 Waiver: Subsequent Modification 25

Section 9.11 Severability 26

Section 9.12 Joint Preparation 26

Section 9.13 Captions 26

Section 9.14 Counterparts 26

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DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT is entered into as of this _____ day of June,

2004, by and between American Church Mortgage Company, a Minnesota corporation

(the "Company"), and American Investors Group, Inc., a Minnesota corporation, as

underwriter (the "Underwriter").

RECITALS

WHEREAS, the Company proposes to register and publicly offer and sell up to

$23,000,000 aggregate principal amount of Series B Secured Investor Certificates

of the Company (the "Certificates");

WHEREAS, the Company desires to appoint the Underwriter to act as the

Company's exclusive selling agent in connection with the offer, sale and renewal

of the Certificates on a best effort basis, and the Underwriter desires to

accept such appointment, all as provided for by the terms of this Agreement.

NOW, THEREFORE, in consideration of the above and for other good and

valuable consideration, receipt of which is acknowledged, and in consideration

of the mutual promises, covenants, representations and warranties hereinafter

set forth, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Defined Terms. Whenever used in this Agreement, the following

terms have the respective meanings set forth below. The definitions of such

terms are applicable to the singular as well as to the plural forms of such

terms.

(a) Advisor. Church Loan Advisors, Inc., or any successor or subsequent

advisor of the Company's business activities.

(b) Agreement. This Distribution Agreement, including any exhibits or

attachments hereto, as originally executed, and as amended or

supplemented from time to time in accordance with the terms hereof.

transferee or other holder thereof.

(d) Certificates. Up to $23,000,000 aggregate principal amount of Series B

Secured Investor Certificates of the Company with substantially the

same terms as are described in the Prospectus, up to $3,000,000 of

such amount to be reserved for rollover renewals of the Series A

Secured Investor Certificates previously registered pursuant to the

Company's registration statement on Form S-11 (Reg. No. 333-75863)

declared effective by the Securities and Exchange Commission

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on or about April 30, 2002, which come due during this year, and

which, if renewed, will have maturities ranging from two (2) to three

(3) years, and any additional principal amount of Certificates as may

be registered from time to time pursuant to the Registration

Statement.

(e) Commission or SEC. The Securities and Exchange Commission.

(f) Company. American Church Mortgage Company, or its successors in

interest.

(g) Effective Date. The date and time the Registration Statement is or was

declared effective by the Commission.

(h) Exchange Act. The Securities Exchange Act of 1934, as amended.

(i) Governmental Rule. Any law, rule, regulation, ordinance, order, code,

interpretation, judgment, decree, policy, decision or guideline by any

governmental authority.

(j) Indenture. That certain Indenture dated on or about ________, 2004, by

and between the Company and the Trustee with respect to the

Certificates.

(k) NASD. The National Association of Securities Dealers, Inc.

(l) Offering. The offer and sale of the Certificates in accordance with

the terms and subject to the conditions set forth in the Registration

Statement.

(m) Preliminary Prospectus. Any preliminary prospectus included in the

Registration Statement prior to the time it becomes or became

effective under the Securities Act, including the respective copies

thereof filed with the Commission.

(n) Prospectus. The prospectus included in the Registration Statement at

the time it is or was declared effective by the Commission, except

that if any prospectus provided to the Underwriter by the Company for

use in connection with the offering of the Certificates differs from

the prospectus as filed with the Commission, the term "Prospectus"

shall refer to such differing prospectus from and after the time such

prospectus is first provided to the Underwriter by the Company for

such use, including the respective copies thereof filed with the

Commission.

(o) Registration Statement. That certain Registration Statement on Form

S-11 (File No. 333-________) of the Company with respect to the

Certificates filed with the Securities and Exchange Commission under

the Securities Act of 1933, as amended and declared effective on the

date hereof, including the respective copies thereof filed with the

Commission.

(p) Rules and Regulations. The rules and regulations under the Securities

Act.

(q) Securities Act. The Securities Act of 1933, as amended.

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(r) Trustee. The Herring National Bank, or its successors or assigns.

(s) Underwriter. American Investors Group, Inc., a Minnesota corporation,

or its successors in interest.

Section 1.02 Accounting Terms. Unless otherwise specified in this

Agreement, all accounting terms used in this Agreement shall be interpreted, all

accounting determinations under this Agreement shall be made, and all financial

statements required to be delivered by any person pursuant to this Agreement

shall be prepared, in accordance with generally accepted accounting principles

as in effect from time to time applied on a consistent basis. To the extent

generally accepted accounting practices do not apply to certain reports or

accounting practices of the Underwriter, the parties will mutually agree on the

accounting practices and assumptions.

ARTICLE II.

APPOINTMENT OF UNDERWRITER AND RELATED AGREEMENTS

Section 2.01 Appointment; Exclusivity. Subject to the terms and conditions

set forth herein, the Company appoints the Underwriter as its exclusive agent to

sell the Certificates upon the terms and conditions set forth herein. The

Underwriter agrees to use its best efforts as such agent to procure purchasers

for the Certificates until the later of the termination of the Offering or the

sale of all offered Certificates. The Company agrees to direct to the

Underwriter all inquiries it receives with respect to the Certificates.

Section 2.02 Compensation to Underwriter.

(a) Underwriter's Commissions. In consideration of the agreement of the

Underwriter to provide its services of the Underwriter as set forth in

this Agreement, the Company will pay the Underwriter a commission

based on the gross proceeds received on the sale and renewal of each

Certificate, both in accordance with the schedule set forth as Exhibit

A hereto.

(b) Underwriter's Expenses. Whether or not this Agreement becomes

effective or is terminated or cancelled or the sale of the

Certificates hereunder is consummated, and regardless of the reason

for or cause of any such termination, cancellation, or failure to

consummate, the Company will pay or cause to be paid:

(i) all expenses of the Underwriter incurred in connection with the

offer and sale of the Certificates, including, but not limited

to, designing, printing and mailing all offering and advertising

materials; advertisements in newspapers, on the radio, on the

internet and through direct mail; operating a toll-free telephone

number, and assisting the Company with creating a web site,

including any costs of a web developer or other third party

consultants;

(ii) all fees and expenses (including, without limitation, fees and

expenses of the Company's auditors and legal counsel) in

connection with the preparation, printing, filing, and delivery

of the Registration Statement

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(including the financial statements therein and all amendments,

schedules, and exhibits thereto), each Preliminary Prospectus,

the Prospectus, and any amendment thereof or supplement thereto;

(iii)all fees and expenses incurred in connection with the

qualification of the Securities for offer and sale under the

securities or Blue Sky laws of the states and other jurisdictions

which the Underwriter may designate;

(iv) all expenses in connection with the preparation, printing,

filing, and delivery of materials to be sent to Holders;

(v) all fees and expenses of the Trustee i connection with the

Certificates; and

(vi) all costs and expenses incident to the performance of the

Company's obligations hereunder with respect to the Offering that

are not otherwise specifically described herein.

expenses incurred in connection with the Offering, the Company agrees

to pay the Underwriter a non-accountable expense allowance of up to

$120,000, payable as follows;

(i) $20,000 upon the sale of $1,000,000 of Certificates; and

(ii) the balance ($100,000) payable ratably based on the principal

amount of Certificates sold thereafter.

Section 2.03 Brokers and Dealers. The Underwriter may, in its sole

discretion and at no additional obligation to the Company, use the services of

other brokers or dealers who are members of the NASD in connection with the

offer and sale of the Certificates. The Underwriter may enter into agreements

with any such broker or dealers to act as sub-agents for the sale of the

Certificates and pay any portion of the Underwriter's compensation hereunder to

such brokers or dealers.

Section 2.04 Underwriter's Unrelated Activities. The Underwriter may sell

other securities in offerings similar to the Offering for other issuers during

the course of the Offering. The Underwriter shall have the right to advertise or

otherwise disclose to unrelated prospective issuers, at its own expense, its

relationship with the Company, the services it provides in connection with the

Certificates and the amount of money that it raised through the Offering.

Section 2.05 Best Efforts; Independent Contractor. Anything in this

Agreement to the contrary notwithstanding, the Underwriter shall have no

obligation to sell any minimum principal amount of Certificates or to purchase

Certificates for its own account, for resale or for any other purpose. All

actions taken by the Underwriter pursuant to this Agreement shall be in the

capacity of an independent contractor, all sales of Certificates conducted by

the Underwriter shall be solely for the account and at the risk of the Company,

and in no event shall the Underwriter have any obligations with regard to or

under the Certificates.

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ARTICLE III.

SERVICES; STANDARD OF CARE

Section 3.01 Services. The services to be provided to the Company by the

Underwriter pursuant to this Agreement shall include the following:

(a) Corporate Finance. The Underwriter shall advise the Company regarding

the structure of the Certificates and provide sample document forms.

Throughout the Offering, the Underwriter shall assist the Company in

determining appropriate Certificate interest rates based on current

market conditions and the Company's capital goals.

(b) Marketing. The Underwriter shall develop and execute a direct response

marketing strategy for the Certificates designed to meet the Company's

capital goals in a timely manner. The Underwriter shall manage the

process of creating, producing and placing any newspaper, radio,

Internet and direct mail advertisements. The Underwriter shall also

oversee designing and printing all marketing materials, in accordance

with applicable SEC and NASD rules and regulations.

allow the Underwriter to use the Company's logo, corporate colors,

trademarks, tradenames, fonts, and other aspects of corporate identity

in advertisements and marketing materials related to the Certificates.

(d) Securities Issuance; Registrar; Transfer Agent. Upon delivery of each

completed subscription agreement for Certificates to the Underwriter,

the Underwriter shall deliver such subscription agreement to the

Advisor for acceptance or rejection. The Underwriter shall return

funds accompanying each rejected subscription to the person submitting

the subscription. The Underwriter shall pay funds, net of commissions

and expenses, to the Company in connection with accepted subscriptions

as received. Certificates shall be issued by the Trustee on the

Company's behalf in book-entry form only and the Trustee shall deliver

written book entry receipts with respect to all accepted subscription

agreements.

(e) Investor Relations. The Underwriter shall handle all inquiries from

prospective investors, mail investment kits, meet with prospective

investors, process subscription agreements and respond to all written

or telephonic questions by prospective investors relating to the

Certificates.

Section 3.02 Reports to the Company. From time to time as requested by the

Company, the Underwriter shall provide the Company with reports and analysis

regarding the status of the offering, the marketing efforts and the principal

amount of Certificates remaining available for sale under the Registration

Statement.

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ARTICLE IV.

REPRESENTATIONS AND COVENANTS OF THE COMPANY

Section 4.01 Representations, Warranties and Agreements of the Company.

The Company represents and warrants to and agrees with the Underwriter as

follows, which representations and warranties shall be deemed to be made

continuously throughout the term of this Agreement:

(a) The Registration Statement on Form S-11 (File N 333-75836) with

respect to the Certificates, including the Prospectus subject to

completion, has been prepared by the Company in conformity with the

requirements of the Securities Act, and the Rules and Regulations of

the Commission thereunder and has been filed with the Commission under

the Securities Act.

(b) As of the Effective Date, and at all times subsequent thereto until

the termination of the Offering, the Registration Statement and

Prospectus, and all amendments thereof and supplements thereto, will

comply or complied with the provisions and requirements of the

Securities Act and the Rules and Regulations. Neither the Commission

nor any state securities authority has issued any order preventing or

suspending the use of any Preliminary Prospectus or requiring the

recirculation of a Preliminary Prospectus, or issued a stop order with

respect to the offering of the Certificates (if the Registration

Statement has been declared effective), or instituted or, to the

Company's knowledge, threatened the institution of, proceedings for

any of such purposes. When the Registration Statement shall become

effective and when any post-effective amendment thereto shall become

effective, the Registration Statement will not or did not contain any

untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements

therein, in light of the circumstances in which they were made, not

misleading. When the Registration Statement is or was declared

effective by the Commission and at all times subsequent thereto until

the termination of the offering, the Prospectus (as amended or

supplemented, if the Company shall have filed with the Commission any

amendment thereof or supplement thereto) will not or did not contain

any untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances in which they were

made, not misleading.

corporation in good standing under the laws of the State of Minnesota,

with full power and authority to own, lease and operate its properties

and conduct its business as described in the Registration Statement

and Prospectus. The Company is duly qualified to do business and is in

good standing in each jurisdiction in which the ownership or lease of

its properties or the conduct of its business requires such

qualification and in which the failure to be qualified or in good

standing would have a material adverse effect on the condition

(financial or otherwise), earnings, operations or business of the

Company, and no proceeding has been instituted in

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any such jurisdiction revoking, limiting or curtailing, or seeking to

revoke, limit or curtail, such power and authority or qualification.

(d) The Company has operated and is operating in material compliance with

all authorizations, licenses, certificates, consents, permits,

approvals and orders of and from all state, federal and other

governmental regulatory officials and bodies necessary to own its

properties and to conduct its business as described in the

Registration Statement and Prospectus, all of which are, to the

Company's knowledge, valid and in full force and effect. The Company

is conducting its business in substantial compliance with all

applicable laws, rules and regulations of the jurisdictions in which

it is conducting business, and the Company is not in material

violation of any applicable law, order, rule, regulation, writ,

injunction, judgment or decree of any court, government or

governmental agency or body, domestic or foreign, having jurisdiction

over the Company or over its properties.

(e) The Company is not in violation of its articles of incorporation or

bylaws or in default in the performance or observance of any

obligation, agreement, covenant or condition contained in any bond,

debenture, note or other evidence of indebtedness or in any contract,

lease, indenture, mortgage, loan agreement, joint venture or other

agreement or instrument to which it is a party or by which it or its

properties are bound.

(f) The Company has full requisite power and authority to enter into this

Agreement and perform the transactions contemplated hereby. This

Agreement has been duly authorized, executed and delivered by the

Company and is a valid and binding agreement on the part of the

Company, enforceable against the Company in accordance with its terms.

The performance of this Agreement and the consummation of the

transactions herein contemplated will not result in a breach or

violation of any of the terms and provisions of, or constitute a

default under:

(i) any indenture, mortgage, deed of trust loan agreement, bond,

debenture, note, agreement or other evidence of indebtedness, any

lease, contract, joint venture or other agreement or instrument

to which the Company is a party or by which the Company or its

properties may be bound;

(ii) the articles of incorporation or bylaw of the Company: or

(iii)any applicable law, order, rule, regulation, writ, injunction,

judgment or decree of any court, government or governmental

agency or body, domestic or foreign, having jurisdiction over the

Company or over its properties.

(g) No consent, approval, authorization or order of or qualification with

any court, governmental agency or body, domestic or foreign, having

jurisdiction over the Company or over its properties is required for

the execution and delivery of this Agreement and the consummation by

the Company of the transactions herein contemplated, except such as

may be required under the Securities Act, the

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Exchange Act, or under state or other securities or Blue Sky laws, all

of which requirements have been satisfied.

(h) Except as is otherwise expressly described in the Registration

Statement or Prospectus, there is neither pending nor, to the best of

the Company's knowledge, threatened, any action, suit, claim or

proceeding against the Company or any of its officers or any of its

properties, assets or rights before any court, government or

governmental agency or body, domestic or foreign, having jurisdiction

over the Company or over its officers or properties or otherwise which

(A) might result in any material adverse change in the condition

(financial or otherwise), earnings, operations or business of the

Company or might materially and adversely affect its properties,

assets or rights, or (B) might prevent consummation of the

transactions contemplated hereby.

(i) The Certificates to be sold hereunder by the Company have been duly

authorized for issuance and sale pursuant to this Agreement and, when

issued and delivered against payment therefor in accordance with the

terms of this Agreement, will be duly and validly issued and fully

paid and non-assessable and will be sold free and clear of any pledge,

lien, security interest, encumbrance, claim or equitable interest; and

no preemptive right, co-sale right, registration right, right of first

refusal or other similar right exists with respect to any of the

Certificates to be sold hereunder by the Company or the issuance and

sale thereof. The Indenture has been duly authorized, executed and

delivered by the Company and the Trustee and is a valid and binding

agreement on the part of the Company, enforceable against the Company

in accordance with its terms. The Certificates will comply as to form

with all applicable laws.

(j) Boulay, Heutmaker, Zibell and Company, P.L.L.P. which has expressed

its opinion with respect to certain of the financial statements filed

as part of the Registration Statement, is an independent accounting

firm within the meaning of the Securities Act and the Rules and

Regulations. The financial statements of the Company set forth in the

Registration Statement and Prospectus comply in all material respects

with the requirements of the Securities Act and fairly present the

financial position and the results of operations of the Company at the

respective dates and for the respective periods to which they apply in

accordance with generally accepted accounting principles consistently

applied throughout the periods involved; and the supporting schedules

included in the Registration Statement present fairly the information

required to be stated therein. The selected and summary financial

included in the Registration Statement present fairly the information

shown therein and have been compiled on a basis consistent with the

audited financial statements presented therein. No other financial

statements or schedules are required by the Securities Act or the

Rules and Regulations to be included in the Registration Statement.

(k) Subsequent to the respective dates as of which information is given in

the Registration Statement and Prospectus, except as is otherwise

disclosed in the Registration Statement or Prospectus, there has not

been:

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(i) any change in the capital stock or lon term debt (including any

capitalized lease obligation) or material increase in the

short-term debt of the Company;

(ii) any material adverse change, or any development involving a

material adverse change, in or affecting the condition (financial

or otherwise), earnings, operations, business or business

prospects, management, financial position, stockholders' equity,

results of operations or general condition of the Company;

(iii)any transaction entered into by the Company that is material to

the Company;

(iv) any obligation, direct or contingent, incurred by the Company,

except obligations incurred in the ordinary course of business

that, in the aggregate, are not material; or

(v) any loss or damage (whether or not insured) to the property of

the Company which reasonably could be expected to have a material

adverse effect on the condition (financial or otherwise),

earnings, operations or business of the Company.

(l) Except as is otherwise expressly disclosed in the Registration

Statement or Prospectus:

(i) the Company has good and marketable title to all of the property,

real and personal, and assets described in the Registration

Statement or Prospectus as being owned by it, free and clear of

any and all pledges, liens, security interests, encumbrances,

equities, charges or claims, other than such as would not have a

material adverse effect on the condition (financial or

otherwise), earnings, operations or business of the Company;

(ii) the agreements to which the Company is a party described in the

Registration Statement and Prospectus are valid agreements,

enforceable by the Company except as the enforcement thereof may

be limited by applicable bankruptcy, insolvency, reorganization,

moratorium or other similar laws relating to or affecting

creditors' rights generally or by judicial limitations on the

right of specific performance; and

(iii)the Company has valid and enforceable leases for all properties

described in the Registration Statement and Prospectus as leased

by it, except as the enforcement thereof may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium or

other similar laws relating to or affecting creditors' rights

generally or by judicial limitations on the right of specific

performance. Except as set forth in the Registration Statement

and Prospectus, the Company owns or leases all such properties as

are necessary to its operations as now conducted.

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(m) The Company was organized and has been operated to qualify as a real

estate investment trust under Section 856 of the Internal Revenue Code

and, to the knowledge of the Company, no event has occurred that would

cause the Company to fail to so qualify.

(n) The Company has timely filed (or has timely requested an extension of

time to file) all necessary federal and state income and franchise tax

returns and has paid all taxes shown thereon as due; there is no tax

deficiency that has been or, to the best of the Company's knowledge,

could be asserted against the Company that might have a material

adverse effect on the condition (financial or otherwise), earnings,

operations, business or properties of the Company, and all tax

liabilities are adequately provided for in the books of the Company.

(o) The Company owns, or possesses adequate rights to use, all patents,

patent rights, inventions, trade secrets, know-how, technology,

service marks, trade names, copyrights, trademarks and proprietary

rights or information which are necessary for the conduct of its

present or intended business as described in the Registration

Statement or Prospectus. The expiration of any patents, patent rights,

trade secrets, trademarks, service marks, trade names or copyrights

would not have a material adverse effect on the condition (financial

or otherwise), earnings, operations or business of the Company and the

Company has not received any notice of, and has no knowledge of, any

infringement of or conflict with the asserted rights of others with

respect to any patent, patent rights, inventions, trade secrets,

know-how, technology, trademarks, service marks, trade names or

copyrights that, singly or in the aggregate, if the subject of an

unfavorable decision, ruling or finding, might have a material adverse

effect on the condition (financial or otherwise), earnings,

operations, business or business prospects of the Company.

(p) The Company has not taken and will not take, directly or indirectly,

any action (and does not know of any action by its directors,

officers, members or others) which has constituted or is designed to,

or which might reasonably be expected to, cause or result in

stabilization or manipulation, as defined in the Exchange Act or

otherwise, of the price of any security of the Company to facilitate

the sale or resale of the Certificates. The Company has not

distributed and will not distribute prior to the completion of the

distribution of the Certificates, any offering material in connection

with the offering and sale of the Certificates other than any

Preliminary Prospectus, the Prospectus, the Registration Statement and

other materials, if any, permitted by the Securities Act.

(q) The Company maintains a system of internal accounting controls

sufficient to provide reasonable assurance that transactions are

executed in accordance with management's general or specific

authorizations and transactions are re

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