AMENDED AND RESTATED REIT ADVISORY AGREEMENT
                                             CHURCH LOAN ADVISORS, INC.



     THIS  AMENDED AND  RESTATED  ADVISORY  AGREEMENT is entered into as of this
22nd day of January 2004,  between AMERICAN CHURCH MORTGAGE COMPANY, a Minnesota
corporation  (the  "Company"),  and CHURCH  LOAN  ADVISORS,  INC.,  a  Minnesota
corporation (the "Advisor").

     WHEREAS,  the Company intends to qualify as a real estate  investment trust
     ("REIT"),  as defined in the Internal Revenue Code of 1986, as amended (the
     "Code"),  and to  make  investments  of the  type  permitted  to be made by
     qualified REITs under the Code;

     WHEREAS, the Advisor is a corporation organized for the purpose of advising
     the Company as to its business of making  mortgage  loans to and purchasing
     mortgage-secured  obligations  of churches and other  non-profit  religious
     organizations and providing certain management and administrative  services
     in connection with the Company's  business affairs and the  administration,
     operation and disposition of its assets;

     WHEREAS,  in connection with its management,  administration and operation,
     the Company desires to make use of the advice and assistance of the Advisor
     and the sources of  information  and certain  facilities  available  to the
     Advisor,  and to have the Advisor undertake the duties and responsibilities
     hereinafter  set forth,  on behalf of and subject to the supervision of the
     Company's Board of Directors (the "Directors"), all as provided for herein;
     and

     WHEREAS,  the  Advisor is willing to render such  services,  subject to the
     supervision of the Directors,  on the terms and conditions  hereinafter set
     forth; and

     WHEREAS, the Advisor and the Company amended and restated the REIT Advisory
     Agreement dated May 15, 1995 (the "Amended Advisory Agreement"); and

     WHEREAS,  the parties  have agreed to amend the terms and  provision of the
     Original  Advisory  Agreement  dated  May 19,  1995 and  substitute  in its
     entirety the terms and provisions set forth herein.

     NOW,  THEREFORE,  in consideration  of the foregoing,  and the promises and
mutual  covenants and agreements  hereinafter set forth,  the parties agree that
the Amended Advisory  Agreement dated May 19, 1995 is hereby declared  cancelled
and void and the parties entire agreement is as follows:

                        ARTICLE I - DUTIES OF THE ADVISOR

     The  Advisor  shall  use its best  efforts  to  present  to the  Company  a
continuing and suitable business plan of operations consistent with the business
policies and objectives of the Company,  subject to the general oversight of the
Directors and upon their direction, to perform the following duties:

     1.1 Business  Plan.  The Advisor  shall present to the Company a continuing
and suitable  detailed  business plan of operations and opportunities to operate
its business consistent with the general business plan of the Company.

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     1.2 Loan  Underwriting/Investment  Advice.  The Advisor  shall serve as the
Company's loan underwriter and investment advisor in connection with its primary
business of making  mortgage  loans to churches and other  non-profit  religious
organizations and, from time to time, purchasing for investment mortgage-secured
obligations  issued by such  organizations,  and in  connection  with  temporary
investments in furtherance of the Company's investment  guidelines and policies,
and recommend changes in the Company's investment guidelines and policies,  when
appropriate.

     1.3 Investment  and General  Management.  The Advisor shall  administer the
day-to-day  operations  of the Company,  investigate  and evaluate  business and
investment  opportunities  available to the Company that are consistent with the
Company's   objectives,   investigate,   select,   and  conduct  relations  with
prospective  borrowers  seeking  mortgage loans from the Company,  and evaluate,
negotiate  and  maintain  relationships  on the  Company's  behalf  with  banks,
commercial  lenders,   borrowers,   consultants,   accountants,   mortgage  loan
originators, brokers, participants, attorneys, appraisers, insurers, and persons
acting in any other capacity  relevant to the activities of the Company,  and as
necessary, negotiate contracts with, retain, and supervise services performed by
such parties in connection with the Company's business.

     1.4 Financial Administration.  The Advisor shall administer such day-to-day
bookkeeping and accounting  functions as are required for the proper  management
of the assets of the Company and prepare or cause to be prepared such reports as
may be required by any governmental  authority.  In connection with the ordinary
conduct of the Company's  business,  the Advisor shall file or cause to be filed
and/or prepared, any periodic reports, returns, or statements required under the
Securities  Exchange  Act of  1934,  as  amended  (the  "Act"),  the  Code,  the
securities  and tax  statutes  of any  jurisdiction  in  which  the  Company  is
obligated to file such reports or the rules and  regulations  promulgated  under
any of the  foregoing.  The  Advisor  shall  maintain  the books of account  and
records relating to services performed for the Company accessible for inspection
by the Company at any time during ordinary business hours.

     1.5 Lawyers and Accountants. The Advisor shall obtain for the Company, when
appropriate,  the services of legal and  accounting  firms to perform  customary
legal and accounting  services for the Company,  and the Advisor shall supervise
or monitor  the  activities  of such  professionals  on behalf of the Company as
would be performed by a prudent business owner.

     1.6 Agent. Subject to approval of the Directors where required, the Advisor
shall  act as agent of the  Company  in  making  or  acquiring  mortgage  loans,
purchasing   mortgage-secured   obligations  issued  by  churches  or  religious
organizations  and disbursing and  collecting the funds,  paying the debts,  and
fulfilling  the  obligations  of the  Company  and  handling,  prosecuting,  and
settling  any claims of or against the  Company,  including,  but not limited to
supervising  the  Company's  exercise of its remedies in respect of any mortgage
loan or mortgage-secured  obligation which has defaulted. The Advisor shall also
investigate,  select,  and  conduct  relations  on  behalf of the  Company  with
individuals,   corporations,   and  entities  in  furtherance  of  the  business
activities of the Company.

     1.7 Exchanges,  Dealers.  The Advisor shall conduct  relations on behalf of
the Company with  securities  exchanges or with  dealers  making  markets in the
Company's securities.

     1.8 Investment of Cash. The Advisor shall invest and reinvest any monies of
the Company,  and manage the  Company's  short-term  investments  including  the
acquisition and sale of money market  instruments  and/or church mortgage bonds,
provided such  instruments  are consistent  with the Company's  policies and are
only those  instruments in which a real estate  investment trust is permitted to
invest under the Code from time to time.

<PAGE>


     1.9 Bank  Accounts.  The Advisor may establish one or more bank accounts in
the name of the  Company or in its own name and may  deposit  into and  disburse
from such  accounts  any  monies on behalf of the  Company  under such terms and
conditions  as the  Directors  may approve,  provided  that no funds in any such
account  shall be  commingled  with funds of the Advisor,  and the Advisor shall
from time to time as requested by the Directors render  appropriate  accountings
of such  payments  and  deposits  to the  Directors  and to the  auditors of the
Company.

     1.10  Offices  and  Personnel.  The Advisor  shall  provide  office  space,
equipment,  personnel,  accounting and auditing facilities, and other facilities
as required for the  performance of the foregoing  services and operation of the
Company's business.

     1.11 Reports.  The Advisor  shall,  as requested by the Board of Directors,
make  reports to the Board of  Directors  on its  performance  of the  foregoing
services and furnish advice and recommendations with respect to other aspects of
the business of the Company.

     1.12 Information  Furnished Advisor.  The Directors shall at all times keep
the Advisor fully informed with regard to the investment  policy of the Company,
the  capitalization  policy of the Company,  and  generally  their  then-current
intentions as to the future of the Company.  In particular,  the Directors shall
notify the Advisor  promptly of their intention to sell or otherwise  dispose of
any of the Company's  investments,  or to make any new  investment.  The Company
shall furnish the Advisor with a certified copy of all financial  statements,  a
signed copy of each report prepared by independent certified public accountants,
and such other  information  with  regard to its affairs as the Advisor may from
time to time reasonably request.

          ARTICLE II - QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST

     2.1 REIT Qualification.  Notwithstanding any provision in this Agreement to
the  contrary,  the Advisor  shall  refrain from any action  (including  without
limitation  the  furnishing  or  rendering of services to tenants of property or
managing real property)  which,  in its sole judgment made in good faith,  or in
the  judgment  of the  Directors  of which the  Advisor  has  notice,  would (1)
adversely affect the status of the Company as a REIT, as defined in the Code, or
(2)  violate  any  law,  rule,  regulation,   or  statement  of  policy  of  any
governmental  body or agency  having  jurisdiction  over the Company or over its
securities,  or (3) otherwise not be permitted by the Articles of  Incorporation
or Bylaws of the Company.

     2.2  Preservation  of REIT  Status.  In the  event  that the  terms of this
Agreement at any time shall, in the opinion of counsel for the Company, threaten
to  impair  the  status  of the  Company  as a REIT in a manner  adverse  to the
interests of the  shareholders  of the Company,  the Company  shall propose such
amendment to or substitute arrangements for this Agreement,  with prospective or
retroactive effect, as may in its opinion be appropriate or advisable to protect
and  preserve the status of the Company as a REIT.  If the parties  cannot agree
upon the proposed  amendments  of this  Agreement  within thirty (30) days after
such proposals are made,  this Agreement  shall be terminated as of such time as
counsel for the Company shall  recommend for the protection of the status of the
Company as a REIT and for the  protection  of the rights of the  Company and its
shareholders.

             ARTICLE III - FIDELITY BOND AND LIMITATION OF LIABILITY

     3.1  Fidelity  Bond.  The Advisor  shall,  upon  request of the  Directors,
maintain a fidelity bond with a responsible  surety company,  in such reasonable
amounts  as may be  required  by the  Directors  from  time  to  time,  covering
officers,  employees and agents handling funds and records of the Company.  Such
bond  shall  inure to the  benefit  of the  Company in respect of losses of such
property from acts of such persons through

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<PAGE>

theft,  embezzlement,  fraud, error, or otherwise. In the event that such a bond
is not generally available at a reasonable cost to companies performing services
of the type to be provided by the Advisor hereunder, or in the event that such a
bond is cancelled or not renewed by the bonding company,  the Advisor shall give
notice thereof to the Directors.

     3.2  Limitation  of  Liability  of the  Advisor.  The  Advisor  assumes  no
responsibility  other than to render the services described herein in good faith
and shall not be  responsible  for any action of the  Directors  in following or
declining to follow any advice or  recommendation  of the  Advisor.  The Advisor
will not be liable to the Company, its shareholders, or others, except by reason
of acts  constituting bad faith,  misconduct,  or negligence.  The Company shall
reimburse,  indemnify,  and hold the Advisor  harmless  for and from any and all
expenses,  losses,  damages,  liabilities,  demands,  charges, and claims of any
nature  whatsoever  in respect to or arising  from any acts or  omissions of the
Advisor  undertaken in good faith and pursuant to the  authority  granted to the
Advisor by this Advisory  Agreement.  The Advisor may consult with legal counsel
(which may be the regular counsel of the Advisor or other counsel),  independent
public accountants,  or other professional  advisors and shall not be liable for
any action taken or omitted in good faith by the Advisor in accordance  with the
advice of such counsel,  accountants,  or advisors,  provided such action is not
the result of misconduct or negligence.

                            ARTICLE IV - COMPENSATION

     4.1  Compensation.  The  Advisor  shall  be paid  and  compensated  for its
          services hereunder as follows:

     (a)  Annual  Advisory Fee. The Advisor shall be paid,  for the services the
          Advisor renders to the Company pursuant to this Advisory Agreement, an
          annual  advisory  fee,  payable  monthly,  equal to 1-1/4% of  Average
          Invested  Assets of the  Company  (the  "Advisory  Fee").  This fee is
          reduced to 1.0% on average  invested  assets  from $35  million to $50
          million and to .75% on average  invested assets over $50 million.  For
          purposes of this Agreement,  "Average  Invested Assets" of the Company
          shall be deemed to mean, for any period, the average of the aggregated
          book  value  of  the  assets  of the  Company  invested,  directly  or
          indirectly, in loans (or an interest in loans) secured by real estate,
          and first mortgage bonds secured by real estate;  before  reserves for
          depreciation or bad debts or other similar non-cash reserves, computed
          by taking the average of such  values at the end of each month  during
          such period.

     (b)  Acknowledgement of Advisor's Loan Origination Fee. The Advisor will be
          paid in  connection  with and at the time of the  closing  of each and
          every  mortgage  loan made by the  Company  (or  renewal or  extension
          thereof) a fee equal to one half of any origination fee charged to the
          borrower,  which  shall be payable  directly  by the  borrower  to the
          Advisor.

     (c)  Acknowledgement of Loan Origination  Expenses of Advisor.  The Advisor
          will attempt to arrange  and/or  contract for  appraisal,  real estate
          title and independent accountant services to borrowers and prospective
          borrowers   of  the  Company  in  order  to  provide   cost  and  time
          efficiencies   to  them  in  connection   with  their   borrowing  and
          prospective   borrowing  from  the  Company.   It  is  understood  and
          acknowledged  that the Advisor  will receive  reimbursement  for or an
          advancement of such expenses directly from such borrowers, at the time
          of a loan  commitment  and/or  from the  proceeds of loans made by the
          Company.  All such expenses  shall be identified by the Advisor to the
          Company.

     The Advisory Fee (4.1(a)  above) shall be computed  within twenty (20) days
following  the  end of each  calendar  month  and an  invoice  submitted  to the
Company.  A copy of such computations  shall  simultaneously be delivered to the
Company. The Company shall make payment of the Advisory Fee shown thereon within

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<PAGE>

ten (10) calendar days of receipt by the Company of the Advisor's  invoice.  The
total of such  monthly  payments  for each  calendar  year  shall be  subject to
adjustment,  if  applicable,  within twenty (20) days  following  receipt by the
Company of its audited annual  financial  statements for the preceding  calendar
year. If the Advisor receives Shares for Advisory Fees, the fair market value of
the Shares shall be determined by a majority of the Independent Directors of the
Company.

     4.2 Use of  Affiliates.  The  Advisor has the right to use  affiliates  and
personnel of affiliates, consultants or contractors, in its sole discretion, and
is not required to perform all duties with its own employees.

     4.3 Additional Services. If the Company shall request the Advisor to render
services to the Company other than those  required to be rendered by the Advisor
hereunder,  such  additional  services,  if  performed,   shall  be  compensated
separately  on terms to be agreed upon from time to time between the Advisor and
the Company,  which terms shall not exceed  either (1) the terms under which the
Advisor or such affiliate is then performing  similar services for others or (2)
the terms under which  qualified  unaffiliated  persons are then performing such
services for comparable organizations.

                      ARTICLE V - EXPENSES AND LIMITATIONS

     5.1 Expenses of the Advisor. Without regard to the compensation the Advisor
receives from the Company pursuant to this Advisory Agreement, the Advisor shall
bear the following  expenses  incurred in connection with the performance of its
duties under this Advisory Agreement:

     (a)  employment  expenses  of  the  personnel  or  independent  contractors
          employed by the Advisor, including but not limited to salaries, wages,
          payroll taxes, fees and the cost of employee benefit plans;

     (b)  travel and other expenses of directors, officers, and employees of the
          Advisor,  including such  reasonable  expenses  incurred in connection
          with  the  inspection  of  property  to  serve  as  collateral  for  a
          loan/investment  (existing or  proposed)  made by the Company and such
          expenses incurred in closing such transactions,  but excluding general
          expenses of such persons who are  directors or officers of the Company
          incurred in their capacities as officers or directors of the Company;

     (c)  rent, telephone,  utilities, office furniture, equipment and machinery
          (including  computers,  to the  extent  utilized),  and  other  office
          expenses of the  Advisor,  except to the extent such  expenses  relate
          solely to an office later  established  and  maintained by the Company
          separate from the offices of the Advisor; and

     (d)  miscellaneous   administrative   expenses   incurred  in  supervising,
          monitoring,  and servicing mortgage loans and other investments of the
          Company or relating to performance  by the Advisor of its  obligations
          hereunder.

     5.2 Expenses of the Company. Except as otherwise expressly provided in this
Advisory  Agreement,  the Company  shall pay all its expenses not assumed by the
Advisor as set forth in Section 5.1, and, without limiting the generality of the
foregoing,  it is specifically agreed that the following expenses of the Company
shall be paid by the Company and shall not be paid by the Advisor:

     (a)  the cost of borrowed money,  including the repayment of funds borrowed
          by the  Company,  interest  thereon  and all  other  costs,  fees  and
          expenses in connection with such borrowings;


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<PAGE>



     (b)  taxes on income and taxes and  assessments on real  property,  if any,
          and all other taxes applicable to the Company and its investments;

     (c)  legal,  auditing,   accounting,   underwriting,   brokerage,  listing,
          reporting,  registration, and other fees, and printing, engraving, and
          other  expenses and taxes  incurred in  connection  with the issuance,
          distribution,  transfer,  trading,  registration,  and stock  exchange
          listing of the Company's securities;

     (d)  fees  and   expenses   paid  to   Directors,   independent   advisors,
          consultants,  managers,  local  property  inspectors  and other agents
          employed by or on behalf of the Company;

     (e)  expenses  directly  connected with the acquisition,  disposition,  and
          ownership of real estate  interests or other  property  (including the
          costs of  foreclosure  and exercise of all other  remedies,  insurance
          premiums,   legal   services,   brokerage   and   sales   commissions,
          maintenance, repair, improvement, and local management of any property
          assumed through foreclosure);

     (f)  insurance as required by the Directors (including Directors' liability
          insurance);

     (g)  expenses   connected   with  payments  of  dividends  or  interest  or
          distributions  in cash or any other  form made or caused to be made by
          the Directors to holders of securities of the Company;

     (h)  all expenses connected with communications to holders of securities of
          the Company and the other  bookkeeping  and clerical work necessary in
          maintaining  relations with holders of securities,  including the cost
          of  printing  and  mailing   certificates  for  securities  and  proxy
          solicitation  materials  and  reports  to  holders  of  the  Company's
          securities;

     (i)  transfer agents',  registrars',  dividend  reinvestment  agents',  and
          indenture trustees' fees and charges; and

     (j)  legal,  accounting,  escrow,  title  insurance  and auditing  fees and
          expenses of the Company.

     5.3 Annual  Operating  Expense  Limitation  Requiring  Reimbursement by the
Advisor.  On or before thirty (30) days after the completion of the annual audit
of the Company's  financial  statements for each calendar year, the Advisor will
refund to the Company (to the extent of payments it has  received)  (the "Excess
Amount"),  if any, by which the Total Operating Expenses of the Company for such
calendar year exceed the greater of (1) 2% of the Average Invested Assets of the
Company for such  calendar  year or (2) 25% of the net income of the Company for
such calendar year; provided,  however, that the Company may instead permit such
refund  to be  effected  by a  reduction  in  the  amount  of  the  payments  of
compensation  under  Section  4.1 during the balance of the  calendar  year next
following  the  calendar  year with  respect to which such refund is to be made;
provided,  however,  that  the  Excess  Amount  need  not  be  refunded  if  the
Independent  Directors  shall have made a finding that based on such unusual and
non-recurring factors which they deem sufficient,  a higher level of expenses is
justified for such year.  Notwithstanding the foregoing,  the Advisor shall have
no  obligation  hereunder  to  reimburse  the  Company  in excess of the  amount
actually  received or to be received by the Advisor as an annual Advisory Fee or
loan Origination Fees with respect to such year. The term "Net Income" means for
any period,  total  revenues  with  respect to such  period,  less the  expenses
applicable to such period  except  additions to reserves for  depreciation,  bad
debts or other similar non-cash reserves. Net Income for purposes of calculating
Total Operating Expenses shall exclude the gain from the sale of Company assets.



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     5.4 Definition of Total Operating  Expenses.  For purposes of this Advisory
Agreement,  "Total  Operating  Expenses"  shall be deemed to mean the  aggregate
annual operating,  general and administrative  expenses determined in accordance
with  generally  accepted  accounting  principles  (including the Advisory Fee),
except the  expenses of raising  capital,  interest  payments,  taxes,  non-cash
expenditures (including, but not limited to, depreciation,  amortization and bad
debt reserves), incentive fees and property operation and disposition costs.


                    ARTICLE VI - OTHER ACTIVITIES OF ADVISOR

     6.1 Other  Activities  of Advisor.  No  provision in this  Agreement  shall
prevent the Advisor from  engaging in other  activities  or  businesses  or from
acting as advisor  to any other  person or entity  even  though  such  person or
entity has investment  policies and  objectives  similar to those of the Company
and no provision  shall  prevent the Advisor  from  receiving  compensation  for
rendering  advice to other investors and managing other  investments,  including
investors and investments advised,  sponsored,  or organized by the Advisor, and
including  joint ventures and  partnerships in which the Company is a coventurer
or partner.  No provision in this Agreement shall limit or restrict the right of
any director,  officer,  employee, or shareholder of the Advisor or an affiliate
of the Advisor to engage in any other business or to render services of any kind
to any other corporation,  partnership, individual, or other entity. The Advisor
shall not,  however,  disclose any  confidential  information  of the Company to
other  persons or entities,  unless such  information  is then public  knowledge
through no fault of the  Advisor,  is properly  provided to the Advisor  without
restriction  by a third party or is already in the  Advisor's  possession at the
time of receipt by the  Company.  The  Advisor  shall  notify the Company of its
engaging  in other  activities  or  businesses  which may result in the  Advisor
having a conflict of interest with its obligations hereunder.

     6.2 Investment Opportunities. If the Advisor or an affiliate of the Advisor
acts as an  investment  manager or advisor for any person other than the Company
or a joint  venture or  partnership  in which the  Company is a  co-venturer  or
partner,  the Advisor  shall act on a basis which is fair and  reasonable to the
Company  and to  the  shareholders  in  selecting,  from  among  the  investment
opportunities  that come to the  attention  of the  Advisor,  those  investments
opportunities which it offers to the Company. In particular, the Advisor and its
Affiliates agree to first submit any potential Church or religious  organization
loans less than $1 million to the  Company  for  consideration.  If the  Company
determines  that the loan is not suitable or that it has  insufficient  funds to
make the loan, the Advisor or its Affiliates  shall have the opportunity to make
the loan.

     6.3 No Partnership  or Joint  Venture.  The Company and the Advisor are not
partners  or joint  venturers  with  each  other and  neither  the terms of this
Advisory  Agreement  nor the fact that the Company  and the  Advisor  have joint
interests  in any one or more  investments  shall be construed to make them such
partners or joint venturers or impose any liability as such on either of them.

     6.4 Signing  Authority.  Directors,  officers,  employees and agents of the
Advisor  or of its  affiliates  may  serve as  directors,  officers,  employees,
agents,  nominees,  or signatories of the Company.  When executing  documents or
otherwise  acting in such  capacities  for the Company,  such persons  shall use
their respective titles in the Company.

     6.5 Independent  Contractors.  The Advisor may  independently  from time to
time  negotiate or contract for the services of independent  service  providers;
including  but not  limited  to  accountants,  auditors,  appraisers  and  title
insurance companies, in connection with the Company's underwriting of individual
mortgage loans to churches. In such cases, the Advisor may directly pay for such
services from its own funds on behalf of such borrowers and accept reimbursement
directly  to its own  account  from such  borrowers,  either in  advance of such
expenditure or subsequent thereto.

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<PAGE>

                       ARTICLE VII - TERM AND TERMINATION

     7.1 Term and Renewal.  This Advisory Agreement shall continue in force from
the date hereof  through  December  31,  2004,  and,  absent  written  notice of
non-renewal  as provided  in this  section,  this  Advisory  Agreement  shall be
automatically  renewed for successive  one-year terms upon the expiration of the
initial term and each renewal term. Determination of renewal shall be based upon
the factors set forth in Section 7.2.  Notice of  non-renewal  shall be given in
writing by the  Company to the  Advisor not less than sixty (60) days before the
expiration of the initial term of this Advisory Agreement or of any renewal term
thereof.

     7.2 Renewal  Determination.  In determining  whether to renew this Advisory
Agreement, the Independent Directors of the Company shall review the performance
of the Advisor to determine that the  provisions of this Advisory  Agreement are
being carried out, and shall determine that the compensation paid to the Advisor
by the  Company  is  reasonable  based  on all  factors  which  the  Independent
Directors deem relevant, including, but not limited to:

     (a)  the size of the Advisory Fees in relation to the size, composition and
          profitability of the Company's investments;

     (b)  the success of the Advisor in generating  opportunities  that meet the
          Company's investment objectives;

     (c)  the rate charged to similar companies by advisors  performing  similar
          services;

     (d)  additional revenues realized by the Advisor and its affiliates through
          their relationship with the Company, whether paid by the Company or by
          others with whom the Company does business;

     (e)  the quality and extent of service and advice  furnished by the Advisor
          including  frequency of problem  investments and competency in dealing
          with distress situations;

     (f)  the performance of the Company's investments including both income and
          capital appreciation; and

     (g)  the  quality  of  the  Company's   investments   in  relation  to  the
          investments generated by the Advisor for its own account.

     7.3 Termination  upon Assignment.  This Advisory  Agreement shall terminate
automatically in the event of its assignment by the Advisor,  unless the Company
has given its prior written  consent.  In the event that the Company consents to
an assignment, such assignment shall bind the assignee in the same manner and to
the same extent as the Advisor is bound hereby.  This Advisory  Agreement  shall
not be  assignable  by the  Company  without  the prior  written  consent of the
Advisor, except in the case of any assignment by the Company to a corporation or
other  organization  which is the  successor to the Company,  in which case such
successor  shall be bound hereby and by the terms of said assignment in the same
manner and to the same extent as the Company is bound hereby.

     7.4  Default  or  Bankruptcy  of the  Advisor.  At the sole  option  of the
Company, this Advisory Agreement shall terminate immediately upon written notice
of such  termination  from the Directors of the Company to the Advisor if any of
the following events shall have occurred:

     (a)  the  Advisor  shall  have  violated  any  provision  of this  Advisory
          Agreement and after notice of such violation shall have failed to cure
          such  default  within  sixty  (60) days or in the event  such  default
          cannot be reasonable  cured within sixty (60) days,  then a reasonable
          period  of time if the  Advisor  is  diligently  pursuing  a course of
          action to so cure;

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     (b)  a  petition   shall  have  been  filed  against  the  Advisor  for  an
          involuntary proceeding under any applicable bankruptcy, insolvency, or
          other similar law now or hereafter in effect,  and such petition shall
          not have been dismissed within ninety (90) days of filing;  or a court
          having  jurisdiction  shall have  appointed  a  receiver,  liquidator,
          assignee, custodian, trustee, sequestrator, or similar official of the
          Advisor for any  substantial  portion of its property,  or ordered the
          winding up or liquidation of its affairs; or

     (c)  the Advisor  shall have  commenced a  voluntary  proceeding  under any
          applicable  bankruptcy,  insolvency,  or  other  similar  law  now  or
          hereafter in effect, or shall have made any general assignment for the
          benefit of creditors,  or shall have failed generally to pay its debts
          as they became due.

     The Advisor agrees that, if any of the events  specified in Section 7.4 (b)
or (c)  shall  occur,  the  Advisor  will give  written  notice  thereto  to the
Directors within seven (7) days following the occurrence of such event.

     7.5  Action  upon  Termination.  From and after the  effective  date of any
termination  of this  Advisory  Agreement,  the Advisor  shall be entitled to no
compensation for services rendered hereunder in the case of termination pursuant
to this Article VII, but shall be paid,  on a pro rata basis,  all  compensation
due for services performed prior to such termination.  The provisions of Section
5.3,  Section  5.4,  and Section 5.8 shall apply to the portion of the  calendar
year which ends on the effective date of termination, with respect to the Excess
Amount and Operating  Expenses accrued to such date. Upon such termination,  the
Advisor immediately shall:

     (a)  pay over to the Company all monies  collected and held for the account
          of the Company  pursuant to this Advisory  Agreement,  after deducting
          therefrom any accrued compensation and reimbursements for the expenses
          to which the Advisor is then entitled;

     (b)  deliver to the Directors a full and complete  accounting,  including a
          statement showing all sums collected by the Advisor and a statement of
          all sums held by the Advisor for the period  commencing  with the date
          following  the date of the Advisor's  last  accounting to the Board of
          Directors; and

     (c)  deliver to the Board of Directors  all  property and  documents of the
          Company then in the Advisor's custody or possession.

     Notwithstanding  the  foregoing,  after the  termination  of this  Advisory
Agreement,  the Advisor shall take all reasonable  steps to assist the Company's
Directors in making an orderly  transition  of the advisory  function  and, upon
reimbursement  of its  out-of-pocket  costs and expenses,  if any,  provide such
services  and  documents  to the Company as may be  reasonably  requested by the
Company  to  enable  it to  complete  accounting  reports,  tax  returns,  audit
functions,  Internal Revenue Service audits and other similar  financial and tax
accounting functions.

     7.6  Rights  of   Termination   Cumulative.   The  rights  of   termination
specifically  provided  shall be  considered  to be  cumulative  and shall be in
addition  to the rights of  termination  for breach of this  Advisory  Agreement
otherwise inuring to the parties by operation of law.

     7.7  Requirement to Change Name on  Termination.  Upon  termination of this
Advisory Agreement by either party with or without cause, the Board of Directors
of the Company shall, upon request of the Advisor, cause the name of the Company
to be changed to or remain a name (i) that does not contain the word  "American"
or "America"  or the name of the Advisor or any  approximation  or  abbreviation
thereof  and (ii) that is  sufficiently  dissimilar  to the word  "American"  or
"America"  or the name of the Advisor as to be unlikely  to cause  confusion  or
identification  with either the  Advisor or any person or entity  using the word
"American" or "America" in its name.  Notwithstanding the foregoing, the Company
may use the word "church" in its name.

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                          ARTICLE VIII - MISCELLANEOUS

     8.1  Notices.  Any  notice,  report,  or other  communication  required  or
permitted to be given  hereunder shall be in writing unless some other method of
giving such notice,  report, or other  communication is accepted by the party to
whom it is  given,  and  shall  be given by  being  delivered  at the  following
addresses to the parties hereto:

                             The Board of Directors:
                           Attention: Philip J. Myers
                            10237 Yellow Circle Drive
                           Minnetonka, Minnesota 55443




                                  The Advisor:
                              Church Loan Advisors
                           Attention: Scott J. Marquis
                            10237 Yellow Circle Drive
                           Minnetonka, Minnesota 55343

     Either  party  hereto  may at any time give  notice  to the other  party in
writing of a change of its address for purposes of this Section 8.1.

     8.2  Amendments.  This Advisory  Agreement  shall not be amended,  changed,
modified,  terminated, or discharged in whole or in part except by an instrument
in writing  signed by each of the  parties  or their  respective  successors  or
assigns.

     8.3 Successors and Assigns.  This Advisory  Agreement shall be binding upon
the parties, their successors or assigns.

     8.4  Governing  Law. The  provisions of this  Advisory  Agreement  shall be
governed by and construed in accordance with the laws of the State of Minnesota.

     8.5 Captions.  The captions  included in this Advisory  Agreement have been
inserted  for ease of  reference  only and shall not be  construed to affect the
meaning, construction, or effect of this Advisory Agreement.

     8.6  Entire  Agreement.  This  Advisory  Agreement  constitutes  the entire
agreement  of  the  parties  with  respect  to the  subject  matter  hereof  and
supersedes and cancels any  preexisting  agreements with respect to such subject
matter.

     8.7  Separability.  If any term or provision of this Advisory  Agreement or
the application  thereof to any person,  property or  circumstance  shall to any
extent be invalid or unenforceable, the remainder of this Advisory Agreement, or
the   application  of  such  term  or  provision  to  persons,   properties  and
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby,  and each term and provision of this Advisory Agreement
shall be valid and enforced to the fullest extent permitted by law.





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     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amended and
Restated Advisory Agreement to be executed by their duly authorized  officers as
of the day and year first above written.



                                               AMERICAN CHURCH MORTGAGE COMPANY


                                              By: /s/ Philip J. Myers
                                                 -----------------------------
                                                 Philip J. Myers, President




                                              CHURCH LOAN ADVISORS, INC.


                                               By: /s/ Scott J. Marquis
                                                  ----------------------------
                                                  Scott J. Marquis, Secretary




     This Advisory Agreement was unanimously  approved by the Board of Directors
of  American  Church  Mortgage  Company as of January  22,  2004  including  the
Independent Directors of American Church Mortgage Company.




Dated: January 22, 2004                         /s/ Philip J. Myers
                                               --------------------------
                                               Philip J. Myers, Secretary
                                               American Church Mortgage Company










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