Exhibit 10.4
                                                               Execution Version



              COLLATERAL ASSIGNMENT OF DOCUMENTS, RIGHTS AND CLAIMS

     THIS  COLLATERAL  ASSIGNMENT OF DOCUMENTS,  RIGHTS AND CLAIMS  (hereinafter
referred to as this  "Assignment"),  made as of the 26th day of July,  2007,  by
AMERICAN CHURCH MORTGAGE COMPANY, a Minnesota  corporation (the "Borrower"),  to
KEYBANK  NATIONAL  ASSOCIATION,  a national  banking  association,  as Agent for
itself and the other Banks from time to time party to the Credit  Agreement  (as
hereinafter defined) (the "Agent").

                              W I T N E S S E T H:

     WHEREAS,  the Banks which are parties to the Credit Agreement (the "Banks")
have agreed to provide a revolving  credit facility to the Borrower  pursuant to
the Credit Agreement (the "Credit Facility"),  the loan advances under which are
evidenced by the Notes (as defined in the Credit Agreement); and

     WHEREAS,  as  additional  security for the  Obligations  (as defined in the
Credit  Agreement),  the Borrower desires to assign, and grant to the Agent, for
the  benefit of the Agent and the Banks,  a security  interest in and to, all of
the Borrower's  right,  title,  equity and interest in and to the Collateral (as
hereinafter defined);

     NOW THEREFORE,  for and in consideration of the foregoing  premises and the
mutual  covenants  and promises  herein  contained,  and other good and valuable
considerations,  the receipt and  sufficiency of which are hereby  acknowledged,
the Borrower hereby covenants and agrees as follows:

                                   ARTICLE 1

                                LOAN DEFINITIONS

     1.01  Definitions.  Capitalized terms used herein and not otherwise defined
shall have the  meanings  assigned  to such terms in the  Credit  Agreement.  In
addition to such other terms as are  elsewhere  defined  herein,  the  following
terms shall have the following  meanings,  as used in this Assignment and in any
exhibits attached hereto.

"Collateral" shall mean, collectively,

          (a)  All Mortgage Loans now existing or hereafter made; and

          (b)  The Mortgage Loan Qualification Documents; and

          (c)  All security for the indebtedness evidenced by the Mortgage Loans
               and the Mortgage Loan Documents, including without limitation the
               real and personal  property  securing the Mortgage Loans, and all
               liens,  security interests and title of the Borrower with respect
               thereto; and
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          (d)  All other documents  evidencing or securing the Mortgage Loans or
               any security therefor or guaranties thereof,  all title insurance
               (whether evidenced by policies,  commitments or otherwise) issued
               with respect to the  Property  and to any other  security for the
               Mortgage Loans,  all accounts,  funds,  lockboxes,  and all other
               instruments,  documents and agreements executed by or in favor of
               the  Borrower  or  any  prior  holder  of  such   documents   and
               instruments  in  connection  with any of the  foregoing,  and all
               other  documents  delivered or to be delivered to the Borrower or
               any prior  holder of such  documents  and  instruments  under the
               Mortgage Loans, and all books and records documenting, evidencing
               or   relating  to  the   Mortgage   Loans  (the   Mortgage   Loan
               Qualification  Documents  and  all of said  documents,  policies,
               instruments and agreements, and any and all additions,  renewals,
               extensions,    amendments,     modifications,     consolidations,
               restatements  or  supplements  thereto  of any of the  foregoing,
               being  hereinafter  referred to  collectively  as the "Collateral
               Documents"); and

          (e)  All  payments  due  and  to  become  due  under  the   Collateral
               Documents,  all  collections  thereon and all other  amounts paid
               thereunder,  including  without  limitation all prepayments under
               the  Collateral  Documents,  and  all  other  cash  and  non-cash
               proceeds of the Collateral  Documents or of any other  collateral
               for  the   obligations   of  Mortgage  Loan  Obligors  under  the
               Collateral Documents; and

          (f)  All rights and privileges  obtained by the Borrower in connection
               with the making of loans to Mortgage Loan  Obligors  evidenced by
               the  Collateral  Documents,  together  with the  Property and all
               other property described in the Collateral Documents, and all the
               powers,  options,  privileges and immunities  contained in any of
               the foregoing; and

          (g)  Any and all renewals and  extensions  of any of the foregoing and
               any  and  all  replacements  or  substitutions  for  any  of  the
               foregoing; and

          (h)  All proceeds and products of the foregoing of every type.

     Notwithstanding  the foregoing,  Collateral  shall not include the Excluded
Mortgage Loan Collateral.

"Credit  Agreement" shall mean that certain  Revolving Credit Agreement dated as
of even date herewith among the Borrower, the Agent and the Banks, as originally
executed, or as extended, supplemented,  consolidated,  amended or restated from
time to time.

"Excluded  Mortgage Loan Collateral" shall mean any and all Collateral  securing
any Excluded Mortgage Loans.

"Event of Default" shall mean an Event of Default under the Credit Agreement.

"Property"  shall  mean  the  real  and  personal  property  encumbered  by  the
Collateral Documents.

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"UCC" shall mean the Uniform  Commercial  Code in effect in the State of Georgia
and, as required to enforce this Assignment,  any other applicable  jurisdiction
in which the Collateral is located.

                                   ARTICLE 2

                                   ASSIGNMENT

     2.01 Assignment of, and Grant of Security  Interest in, the Collateral.  As
security for the full and prompt payment by the Borrower of the Obligations, the
Borrower hereby grants a security interest in, and transfers,  assigns, pledges,
and  conveys to the  Agent,  for the  benefit  of the Agent and the  Banks,  the
Collateral,  whether now existing or hereafter  obtained,  and all right, title,
equity  and  interest  of the  Borrower  in and  to  the  Collateral.  It is the
intention of the parties hereto that the Agent shall have a continuing,  general
lien upon, security title to and security interest in and to the Collateral.

     2.02 Terms of  Assignment.  It is  acknowledged  and agreed by the  parties
hereto that the Agent (or its designee) shall have sole and exclusive possession
of the  Collateral  and that this  Assignment  constitutes a present and current
assignment  of all the  Collateral  and is  effective  upon  the  execution  and
delivery hereof.  Payments under or with respect to the Collateral shall be made
in accordance with the Lockbox Agreement and the Credit Agreement.

                                   ARTICLE 3

                                 ACTION BY AGENT

     3.01 Action by the Agent.  Whether or not an Event of Default has  occurred
(except with respect to subparagraph (iv) below) and whether or not the Agent is
the absolute owner of the Collateral:

          (i)  The Agent may take such action as the Agent may deem necessary to
               protect the  Collateral  or its security  interest  therein,  the
               Agent  being  hereby  authorized  to pay,  purchase,  contest and
               compromise  any  encumbrance,  charge  or lien  which in the sole
               judgment  of the Agent  appears  to be prior or  superior  to its
               security  interest in the Collateral,  and in exercising any such
               powers and authority to pay necessary  expenses,  employ  counsel
               and pay reasonable attorneys' fees.

          (ii) Except as  required  by law,  the Agent shall be under no duty or
               obligation to (a) preserve, process, develop, maintain or protect
               the  Collateral  or any of the  Borrower's  rights  or  interests
               therein,  or (b) make or give any  notices of default  (except as
               may be specifically  required herein or in the Credit Agreement),
               presentments, demands for performance, notices of non-performance
               or  dishonor,  protests,  notices of  protests  or notices of any
               other nature  whatsoever  in  connection  with the  Collateral on
               behalf of the  Borrower or any other  person  having any interest
               therein; and the Agent does not assume and shall not be obligated
               to perform the obligations of the Borrower,  if any, with respect
               to the  Collateral.  The Agent may,  at any time and from time to
               time during the existence of an Event of Default,  without notice
               or demand and at the expense

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<PAGE>

               of the Borrower,  make requests for  information  concerning  the
               Collateral from any obligor thereon.

          (iii) The Agent may, at its sole option,  make advances to protect the
               Collateral and its security therein,  or for any reason for which
               the  Borrower  is  permitted  under the  terms of the  Collateral
               Documents to make  advances,  and any such  advances  made by the
               Agent shall be deemed  advanced under the  Collateral  Documents,
               increasing the indebtedness  evidenced and secured  thereby,  and
               also  shall  be  deemed   advances  under  the  Loan   Documents,
               increasing the Loan indebtedness;  provided, however, that unless
               the Agent, in its sole  discretion  determines that the making of
               such  advance is an  emergency or unless an Event of Default then
               exists,  the Agent will only make such  advances if the  Borrower
               shall have failed to take the steps  (including,  but not limited
               to, the payment of any costs or  expenses)  required by the Agent
               to protect the  Collateral as specified in a written  demand from
               the Agent,  within five (5) days after the Borrower's  receipt of
               such demand.

          (iv) Upon the occurrence and  continuance of an Event of Default,  the
               Agent may at any time  transfer and assign the  Collateral or any
               portion thereof.  To effect such transfer and/or assignment,  the
               Borrower  shall  duly  execute  in blank  and  deliver  with each
               Mortgage Loan  delivered to the Collateral  Agent,  an allonge to
               each Mortgage Loan Note, an assignment of each  Mortgage,  and an
               assignment  of the other  Mortgage  Loan  Documents  in the forms
               attached as Exhibits A, B-1, B-2 and B-3 hereto (as applicable).

     3.02  Attorney-In-Fact.  The  Borrower  hereby  nominates  and  irrevocably
designates   and   appoints   the   Agent   its  true  and   lawful   agent  and
attorney-in-fact,  either  in the  name  of the  Agent  or in  the  name  of the
Borrower:

          (i)  To do all acts and things and  execute  all  documents  which the
               Agent,  in its sole judgment,  may deem necessary or advisable to
               perfect and continue  perfected the security  interest created by
               this Assignment and to preserve,  process,  develop, maintain and
               protect  the  Collateral  and the value  thereof  and the Agent's
               interest  therein,  including,  without  limitation,   preparing,
               signing, filing and recording, for the Borrower in the Borrower's
               name,  any  financing  statement,   and  any  amendment  thereto,
               covering the Collateral or any portion thereof;

          (ii) To do any and every act which the  Borrower  is  obligated  to do
               under this Assignment;

          (iii) Upon the  occurrence  and during the  continuance of an Event of
               Default, to ask for, demand, sue for, collect, compound, receive,
               receipt for and give  acquittances  for any and all sums owing or
               which may become due with respect to the Collateral;  to endorse,
               in the name of the Borrower,  all checks,  notes,  drafts,  money
               orders,  evidences of payment,  or other instruments  received in
               payment  of, or on account  of,  the  Collateral  or any  portion
               thereof;  and to take any and all  actions as the  Agent,  in its
               sole  judgment,  may  deem  necessary  or  desirable  in order to
               realize upon the Collateral,  or any portion thereof,  including,
               without limitation, making any statements and doing or taking any
               acts on behalf of the Borrower  which are  otherwise  required of
               the  Borrower  under the

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               terms of the  Collateral  or any  portion  thereof as  conditions
               precedent to the payment of the  obligations  evidenced by, or to
               the exercise of, the  Collateral or any portion  thereof,  and to
               exercise any right and remedies  available  under the  Collateral
               Documents  and to execute any  document or  instrument  which the
               Agent may deem  necessary or desirable in  connection  therewith,
               including  pleadings,  consent  orders,  stipulations,  and other
               documents and  instruments  which the Agent may deem necessary or
               desirable in connection with judicial or nonjudicial  foreclosure
               of any deed of trust or other security  agreement included within
               the  Collateral  Documents or other legal actions or  proceedings
               with respect to the Collateral;

          (iv) Upon the  occurrence  and during the  continuance  of an Event of
               Default, compromise the Collateral or any portion thereof, and

          (v)  To endorse and transfer the Collateral upon foreclosure;

provided,  however,  that the Agent shall be under no  obligation  whatsoever to
take any of the foregoing actions or to exercise any of the foregoing  authority
or power, and the Agent shall have no liability or responsibility for any act or
omission taken with respect  thereto except for the Agent's gross  negligence or
willful  misconduct.  Unless otherwise expressly provided to the contrary above,
all of said rights and powers may be exercised by the Agent at any time, whether
or not an Event of  Default  has  occurred  and  whether or not the Agent is the
absolute owner of the Collateral.  The foregoing appointment of the Agent as the
Borrower's attorney-in-fact is coupled with an interest and cannot be revoked by
insolvency, reorganization, merger, consolidation or otherwise.

     3.03  Necessity  for Agent  Action or Consent.  So long as this  Assignment
shall be held by the Agent as security  for the  Obligations,  (a) except (if no
Event of Default then exists) in the ordinary course of the Borrower's  business
and in conformance with the Credit Agreement,  no approval,  consent,  election,
waiver or other matter which is given or required to be given or which inures to
the benefit of the Borrower  under the Collateral  Documents  shall be deemed to
have been given  unless and until given or consented to in writing by the Agent;
(b) except (if no Event of Default then  exists) in the  ordinary  course of the
Borrower's  business and in conformance  with the Credit  Agreement,  any matter
which is to be established or determined to the satisfaction of the Borrower, or
which is accepted or  required  to be  accepted  by the  Borrower,  shall not be
deemed to have been so  established,  determined or accepted unless and until so
established,  determined  or accepted  by the Agent;  (c) except (if no Event of
Default then exists) in the ordinary  course of the  Borrower's  business and in
conformance  with  the  Credit  Agreement,  nothing  contained  in  any  of  the
Collateral  Documents  may be  modified  or  amended  in any  manner or  respect
whatsoever without the consent of the Agent, and any such attempted modification
or amendment  without such consent shall be null and void; (d) no Collateral may
be released  without the execution of the  documentation of release by the Agent
or the Collateral Agent, and any attempted release without such execution by the
Agent or the Collateral Agent shall be null and void;  provided,  however,  that
the Agent  agrees to execute  and deliver a release of assets  securitized  in a
securitization  transaction  permitted under the terms of the Credit  Agreement;
and (e) except (if no Event of Default then  exists) in the  ordinary  course of
the  Borrower's  business  and in  conformance  with the Credit  Agreement,  any
exercise  of  discretion  by the  Borrower,  any  requirements  imposed or to be
imposed, or permitted to be imposed, by the

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Borrower hereunder,  shall be deemed to have been exercised or imposed only when
so exercised or imposed by the Agent. The rights of the Agent under this Section
3.03 may be exercised  by the Agent  solely at the option of the Agent,  and the
Agent  shall have no  obligation  to give any  consent or take any other  action
whatsoever contemplated hereby, but may instead defer in writing to the Borrower
or require  the  written  concurrence  of the  Borrower  before  giving any such
consent or taking any such other actions.  Without  implying any limitation upon
the scope of Section 6.01 hereof,  it is specifically  noted that the provisions
of Section 6.01 hereof apply,  without  limitation,  to any action or failure to
act on the part of the Agent with  respect to the matters  contemplated  by this
Section 3.03.

                                   ARTICLE 4

                                   [RESERVED]

                                   ARTICLE 5

                                    REMEDIES

     5.01 Remedies. Upon the occurrence and during the continuation of any Event
of Default,  without  prejudice to the rights of the Agent to enforce its claims
against the Borrower  for damages for failure to fulfill any of its  obligations
under any of the Loan Documents,  the Agent shall have, in addition to all other
rights and  remedies  that the Agent may have under this  Assignment,  the other
Loan Documents and at law or in equity,  all rights as a secured party under the
UCC and all rights  hereinafter set forth,  and it may exercise  without further
notice to the Borrower,  except as may be specifically required herein or in the
other  Loan  Documents,  any one,  more,  or all of such  remedies,  in its sole
discretion, without thereby waiving any of the others:

          (i)  The Agent shall have the right immediately to exercise all of its
               rights  and  remedies   provided  under  the  Notes,  the  Credit
               Agreement and any or all of the other Loan Documents.

          (ii) The Agent  shall have the right to  collect  and to  continue  to
               collect all payments on the Collateral; to renew, extend, modify,
               amend,  accelerate,  accept partial  payments on, make allowances
               and  adjustments  and issue  credits  with  respect to,  release,
               settle, compromise,  compound, collect or otherwise liquidate, on
               terms  acceptable  to  the  Agent,  in  whole  or  in  part,  the
               Collateral  and any  amounts  owing  thereon or any  guaranty  or
               security therefor;  to enter into any other agreement relating to
               or affecting the  Collateral;  to give all consents,  waivers and
               ratifications in respect of the Collateral and exercise all other
               rights,  powers  and  remedies  and  otherwise  act with  respect
               thereto as if it were the owner thereof,  and to enforce payments
               and prosecute  any action or  proceeding  with respect to any and
               all of the Collateral  and take or bring,  in the Agent's name or
               in the  name  of the  Borrower,  all  steps,  actions,  suits  or
               proceedings  deemed by the Agent necessary or desirable to affect
               collection of or to realize upon the Collateral.

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          (iii) The Agent shall have all of the rights and remedies of a secured
               party under the UCC as in effect at that time, including, without
               limitation,   the  right  to  take   possession  of  any  of  the
               Collateral, and to sell or otherwise dispose of the same.

          (iv) The  Agent  shall  have the  right to  foreclose  the  liens  and
               security  interests  created  under this  Assignment or under any
               other  agreement  relating  to the  Collateral  by any  available
               judicial  procedure or without  judicial process (if permitted by
               applicable law); and to sell, assign,  lease or otherwise dispose
               of the  Collateral  or any part  thereof,  either  at  public  or
               private  sale,  in lots or in bulk,  for  cash,  on credit or for
               future delivery, or otherwise, with or without representations or
               warranties,  and upon such  terms as shall be  acceptable  to the
               Agent

          (v)  The  Borrower  acknowledges  and agrees  that  whether or not the
               Agent is the absolute owner of the  Collateral,  the Agent at all
               times upon the occurrence and during the  continuance of an Event
               of  Default  shall  have the right,  but not the  obligation,  to
               exercise and enforce,  in its own name or in the Borrower's name,
               any  or  all  rights  and  remedies  of the  Borrower  under  the
               Collateral Documents to the exclusion of the Borrower,  including
               but not limited to the right to inspect the Property,  to receive
               information  and  documents,  to  declare  due  the  indebtedness
               secured by the  Collateral  Documents  upon the  occurrence  of a
               default  thereunder,  to  grant  or  withhold  approvals,  and to
               exercise   discretion  with  respect  to  any  matter.  Upon  the
               occurrence  and during the  continuation  of an Event of Default,
               the  Borrower  shall not exercise or attempt to exercise any such
               right or remedy  except at the  written  request of the Agent and
               only in strict accordance with the instructions of the Agent. The
               Agent may,  at its  option,  enforce  or  conduct  any action for
               foreclosure under the Collateral  Documents in its own name or in
               the name of the Borrower,  and the Borrower specifically consents
               to any foreclosure (including nonjudicial  foreclosure) under any
               or all of the  Collateral  Documents or any other action taken by
               the Agent even  though  such  action may  release any Person from
               personal liability on any of the Collateral  Documents.  Upon the
               exercise by the Agent of any such remedies, any amount bid by the
               Agent at any sale of any of the Property or any other  Collateral
               for the  Mortgage  Loan Note may, at the option of the Agent,  be
               deemed  to be a  credit  bid by  the  Agent  of the  indebtedness
               evidenced  by  the  Mortgage  Loan  Note  and  the   indebtedness
               evidenced by the Notes,  or one or more of them;  the Agent shall
               be  entitled  to set off the amount of any such bid  against  any
               such  indebtedness  all at the election of the Agent, in its sole
               discretion; and any or all proceeds of the Mortgage Loan Note may
               be  applied  against  the  indebtedness  evidenced  by the  Notes
               pursuant  to Section  5.03  below,  and the Agent  shall hold any
               property obtained by the Agent at any such sale free and clear of
               any interest or claims of the Borrower, regardless of whether the
               Agent shall have exercised any remedy under this  Assignment with
               respect to any of the  Collateral  Documents,  or shall have sold
               any  of the  Collateral  Documents  or  obtained  absolute  title
               thereto  pursuant  to its rights and  remedies  under the UCC, or
               otherwise.  The  Borrower  hereby  agrees  to pay  to the  Agent,
               immediately  upon  demand,  all  costs  and  expenses,  including
               without limitation  reasonable  attorneys' fees,  incurred by the
               Agent in connection  with the  enforcement  or foreclosure of any
               Collateral Documents,  with interest from the date of expenditure
               at the  default  rate  specified  in  the  Notes,  to the  extent
               permitted by applicable laws.

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     5.02 Sale of Collateral. In the event the Agent shall determine to sell the
Collateral or any portion  thereof,  any such sale shall be held at such time or
times and at such place or places as the Agent may  determine in the exercise of
its sole  discretion.  The Agent may bid (which bid may be, in whole or in part,
in the form of cancellation  or reduction of  Obligations)  for and purchase the
Collateral  or any part  thereof  for the account of the Agent or any nominee of
the Agent.  The Agent shall not be obligated to make any sale of the  Collateral
if it shall  determine not to do so,  regardless of the fact that notice of sale
of the  Collateral  may have  been  given.  The  Agent  may,  without  notice or
publication,  adjourn any public sale from time to time by  announcement  at the
time and place fixed for sale, and such sale may,  without  further  notice,  be
made at the time and place to which the same was so adjourned.  Any  requirement
of sending  reasonable  notice to the  Borrower  shall be met if such  notice is
given to the  Borrower in the manner set forth in the Credit  Agreement at least
ten  (10)  days  before  such  disposition,  which  notice  shall  constitute  a
reasonable  "authenticated  notice of disposition" within the meaning of Section
9-611 of the UCC. Upon  consummation  of any sale of the  Collateral,  the Agent
shall  have the right to  assign,  transfer  and  deliver  to the  purchaser  or
purchasers  thereof the Collateral so sold. Each such purchaser at any such sale
shall hold the Collateral  sold  absolutely free from claim or right on the part
of the Borrower,  and the Borrower hereby waives to the extent  permitted by law
all rights of redemption, stay and appraisal which it now has or may at any time
in the future  have under any rule of law or statute now  existing or  hereafter
enacted.

     5.03 Application of Net Proceeds.  The net cash proceeds resulting from the
collection,  liquidation,  sale,  lease or other  disposition  of the Collateral
shall be applied as set forth in the Credit Agreement.

     5.04 No Limitation of Remedies. No remedy conferred upon or reserved to the
Agent  herein or in the Note or in any of the  other  Loan  Documents  or in the
Collateral  is intended to be exclusive of any other  remedy  conferred  upon or
reserved to the Agent under such  instruments or under any applicable laws. Each
such remedy shall be cumulative  and concurrent and shall be in addition to each
and every other remedy now or hereafter  existing  under such  instruments or at
law or in equity. No delay or omission by the Agent to exercise any right, power
or remedy provided in this Assignment, the Notes, or the other Loan Documents or
otherwise accruing upon any Event of Default shall impair in any manner any such
right, power or remedy, or shall be construed to be a waiver of any such default
or acquiescence therein, and each and every right, power and remedy of the Agent
may be exercised from time as often as may be deemed expedient by the Agent.

     5.05 Rights  Independent;  Adequacy of  Collateral.  The security  interest
created  hereunder is independent  of any other security for the  Obligations or
the  obligations  of any other  party or any  guarantor,  and upon and after the
occurrence  of an Event of  Default  hereunder,  the  Agent may  proceed  in the
enforcement hereof independently of any other right or remedy that the Agent may
at any time hold with  respect  to the  Obligations  or any  other  security  or
guaranty  therefor.  The Agent may file a separate action or actions against the
Borrower hereunder, whether action is brought and prosecuted with respect to any
other security or against any other party or any guarantor, or whether any other
party or any guarantor is joined in any such action or actions.

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<PAGE>

                                   ARTICLE 6

                               GENERAL CONDITIONS

     6.01  Indemnification.  It is specifically  understood and agreed that this
Assignment  shall  not  operate  to  place  any   responsibility  or  obligation
whatsoever  upon the Agent,  and that in accepting  this  Assignment,  the Agent
neither  assumes nor agrees to perform at any time  whatsoever any obligation or
duty of the Borrower with respect to the  Collateral,  all of which  obligations
and duties shall be and remain with and upon the Borrower.  The Borrower  agrees
to  release,  indemnify,  defend and hold  harmless,  and does  hereby  release,
indemnify,  defend and hold  harmless,  the Agent from and  against  any and all
liabilities,  obligations,  claims, damages,  penalties, causes of action, costs
and expenses  (including,  without  limitation,  reasonable  attorneys' fees and
expenses) imposed upon or incurred by the Agent by reason of this Assignment and
any claim or demand whatsoever which may be asserted against the Agent by reason
of any alleged  obligation or  undertaking  to be performed or discharged by the
Agent  under or by reason of this  Assignment,  except  the  Borrower  shall not
indemnify  the  Agent  against  any  claim  resulting  from  the  Agent's  gross
negligence or willful misconduct, as determined by a final, non-appealable order
of a court having  jurisdiction  over the subject matter. In the event the Agent
incurs any such liability, obligation, claim, damage, penalty, costs or expenses
under or by  reason  of this  Assignment,  or in the  defense  of any  claims or
demands arising out of or in connection with this Assignment, the amount of such
liability, obligation, claim, damage, penalty, cost or expense shall be added to
the  Obligations,  shall bear interest at the default rate specified in the Note
from the date incurred until paid and shall be due and payable  immediately upon
demand by the Agent.

     6.02 Further  Assurances.  The Borrower  agrees to do such further acts and
things,  and to execute and deliver such  additional  conveyances,  assignments,
agreements,  documents and  instruments as the Agent may  reasonably  request in
connection with the  administration or enforcement of this Assignment or related
to the  Collateral  or any part thereof or in order to better assure and confirm
unto the Agent its rights,  powers and remedies hereunder.  Without limiting the
generality of the foregoing,  from time to time, upon the reasonable  request by
the Agent,  the Borrower  will make,  execute and deliver,  or cause to be made,
executed  and  delivered,  to the  Agent  and,  where  appropriate,  cause to be
recorded and/or filed and from time to time thereafter to be re-recorded  and/or
refiled at such time and in such offices and places as shall be deemed desirable
by the Agent,  any and all such other and further  assignments,  deeds to secure
debt,  mortgages,  deeds of trust,  security agreements,  financing  statements,
continuation  statements,  instruments of further  assurance,  certificates  and
other  documents  as may,  in the sole  opinion of the Agent,  be  necessary  or
desirable  in order to  effectuate,  complete,  or perfect,  or to continue  and
preserve (a) the  obligations of the Borrower under this  Assignment and (b) the
security  interest  created  by this  Assignment  as a first and prior  security
interest  upon the  Collateral.  Upon any failure by the  Borrower so to do, the
Agent may make, execute,  record, file, re-record and/or refile any and all such
assignments,   deeds  to  secure  debt,  mortgages,  deeds  of  trust,  security
agreements,   financing  statements,   continuation   statements,   instruments,
certificates,  and  documents  for  and in the  name  of the  Borrower,  and the
Borrower  hereby  appoints  the  Agent the  agent  and  attorney-in-fact  of the
Borrower so to do. Such power of  attorney  is coupled  with an interest  and is
irrevocable.

                                       9

<PAGE>

     6.03  Expenses and Costs of the Agent.  The  Borrower  agrees to pay to the
Agent all  reasonable  advances,  charges,  costs and  expenses,  including  all
reasonable  attorney's  fees  and  expenses,  incurred  or paid by the  Agent in
exercising any right,  power or remedy conferred by this  Assignment,  or in the
enforcement  thereof,  whether or not an action is filed  hereon,  together with
interest from the date of the  expenditure  at the default rate specified in the
Note,  to  the  extent  permitted  by  applicable  law,  it  being  specifically
understood and agreed by the Borrower that all such advances, charges, costs and
expenses shall constitute Obligations.

     6.04  Release  of  Collateral  and   Termination.   Upon  the  payment  and
satisfaction  in full of the  Obligations,  and at the Borrower's  expense,  the
Agent, upon receipt of written request therefor from the Borrower, shall execute
and deliver to the Borrower  such  documents as may be  reasonably  necessary to
release the liens and interests on the Collateral created by this Assignment.

     6.05 Survival of Certain  Agreements.  Notwithstanding the repayment of the
Obligations  and the  cancellation  or  transfer of the Loan  Documents,  or any
foreclosure of or other  realization  upon the Collateral,  the agreement of the
Borrower contained herein or in any of the other Loan Documents to pay the costs
and expenses of the Agent in connection  with the Loan and all agreements of the
Borrower  contained  herein or in any of the other Loan  Documents  to indemnify
and/or hold  harmless the Agent shall  continue in full force and effect so long
as there exists any possibility of expense or liability on the part of the
Agent.

     6.06 Law  Governing.  THIS  ASSIGNMENT  SHALL BE GOVERNED BY AND  CONSTRUED
UNDER THE LAWS OF THE STATE OF GEORGIA.

     6.07  Communications.  All  communications  required or permitted under the
terms of this  Agreement  shall be given in the  manner  set forth in the Credit
Agreement.

     6.08  Ratification.  To the extent  permitted by law,  the Borrower  hereby
ratifies all that the Agent may lawfully do or cause to be done in good faith as
the Borrower's attorney-in-fact hereunder.

     6.09. Time of the Essence.  Time is of the essence with respect to each and
every covenant, agreement and obligation of the Borrower under this Assignment.


                   [EXECUTION CONTAINED ON THE FOLLOWING PAGE]


                                       10
<PAGE>


     IN WITNESS  WHEREOF,  the Borrower has executed this Assignment under seal,
as of the day and year first above written.


Signed, sealed and delivered                     BORROWER:
n the presence of:
                                              AMERICAN CHURCH MORTGAGE
                                              COMPANY, a Minnesota corporation

Witness
                                              By: /s/ Philip J. Myers
/s/ Lisa M. Slowinski                                 Philip J. Myers
Notary Public                                         President

My commission expires: Jan. 31, 2010

   [AFFIX NOTARIAL SEAL]


<PAGE>



                                    EXHIBIT A

                                     ALLONGE



     This Allonge is attached to and made a part of that certain promissory note
dated _________________,  in the principal sum of ______________________________
NO/100THS         DOLLARS         ($_______________)         executed         by
_______________________________________,  and  made  payable  to  the  order  of
American Church Mortgage Company, a Minnesota corporation.

     Pay  to  the  order  of  _______________________________________,   without
recourse or warranty.




Dated:  ____________ 20___

<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
                                                             AMERICAN CHURCH MORTGAGE COMPANY

------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------

                                                             By:
                                                             Name:
                                                             Title:
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>



<PAGE>



                                   EXHIBIT B-1

                        ASSIGNMENT OF SECURITY INSTRUMENT


     FOR VALUABLE CONSIDERATION, AMERICAN CHURCH MORTGAGE COMPANY, a corporation
organized  and  existing   under  the  laws  of  the  State  of  Minnesota  (the
"Assignor"),   having  its  principal  office  at  10237  Yellow  Circle  Drive,
Minnetonka,  Minnesota  55343,  hereby assigns,  grants,  sells and transfers to
____________________________________,   a  _____________________  organized  and
existing under the laws of  _____________________  (the "Assignee"),  having its
principal   place  of  business  at   ______________________________,   and  the
Assignee's successors,  transferees and assigns forever, all of the right, title
and  interest  of the  Assignor  in and to the  following  described  instrument
("Security Instrument"):

<TABLE>
<CAPTION>
        ----------------------------------------- ------------------------------------------------------
<S>                                               <C>
        Name of Security Instrument:
                                                  --------------------------------------------
        ----------------------------------------- ------------------------------------------------------
        ----------------------------------------- ------------------------------------------------------
        Borrower:
                                                  --------------------------------------------
        ----------------------------------------- ------------------------------------------------------
        ----------------------------------------- ------------------------------------------------------
        Date:
        ----------------------------------------- ------------------------------------------------------
        ----------------------------------------- ------------------------------------------------------
        Original Principal:
        ----------------------------------------- ------------------------------------------------------
        ----------------------------------------- ------------------------------------------------------
        Recording Information:
        ----------------------------------------- ------------------------------------------------------
        ----------------------------------------- ------------------------------------------------------
                 Place:
        ----------------------------------------- ------------------------------------------------------
        ----------------------------------------- ------------------------------------------------------
                 Reference:
                                                  --------------------------------------------
        ----------------------------------------- ------------------------------------------------------
</TABLE>
     The  property  described  in Exhibit A,  attached  to this  Assignment  and
incorporated   into  it  by  this  reference  is  encumbered  by  said  Security
Instrument.

     Together  with the  promissory  note or other  obligation  described in the
Security  Instrument and all obligations  secured by the Security Instrument now
or in the future.

     IN WITNESS WHEREOF, the Assignor has executed this Assignment as of the ___
day of _____________, 20___.


                                    ASSIGNOR:

                                   AMERICAN CHURCH MORTGAGE
                                   COMPANY


                                   By:_________________________________
                                   Name:_______________________________
                                   Title:______________________________




                       [ATTACH APPROPRIATE ACKNOWLEDGMENT]



<PAGE>





                                    EXHIBIT A
                                Legal Description



<PAGE>




                                   EXHIBIT B-2

                         ASSIGNMENT OF SECURITY DOCUMENT


     FOR VALUABLE CONSIDERATION, AMERICAN CHURCH MORTGAGE COMPANY, a corporation
organized  and  existing   under  the  laws  of  the  State  of  Minnesota  (the
"Assignor"),   having  its  principal  office  at  10237  Yellow  Circle  Drive,
Minnetonka,  Minnesota  55343,  hereby assigns,  grants,  sells and transfers to
______________________, a _____________________ organized and existing under the
laws of  _____________________  (the "Assignee"),  having its principal place of
business  at  _______________________________,  and the  Assignee's  successors,
transferees  and assigns  forever,  all of the right,  title and interest of the
Assignor in and to the  following  described  documents  between  Assignor,  the
borrower and control party or intermediary  named below all dated as of the date
set forth below:
<TABLE>
<CAPTION>

         --------------------------------------- -----------------------------------------------------------
<S>                                              <C>
         Documents Assigned:                     o        Promissory Note
                                                 o        Loan Agreement
                                                 o        Pledge and Security Agreement
                                                 o        Control Agreement
                                                 o
                                                 o
         --------------------------------------- -----------------------------------------------------------
         --------------------------------------- -----------------------------------------------------------
         Date:
                                                 --------------------------------------------
         --------------------------------------- -----------------------------------------------------------
         --------------------------------------- -----------------------------------------------------------
         Borrower:
         --------------------------------------- -----------------------------------------------------------
         --------------------------------------- -----------------------------------------------------------
         Control Party / Intermediary:
                                                 --------------------------------------------
         --------------------------------------- -----------------------------------------------------------
</TABLE>


     IN WITNESS  WHEREOF,  the  Assignor  has  executed  this  Assignment  as of
____________, 20__

                                    ASSIGNOR:

                                   AMERICAN CHURCH MORTGAGE
                                   COMPANY


                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________



<PAGE>




                                   EXHIBIT B-3

                                   ASSIGNMENT


     ASSIGNMENT  FOR  VALUE  RECEIVED,  the  undersigned   _____________________
____________________________________________________________________________(the
"Transferor"),  hereby sells, assigns, and transfers unto  _____________________
________________________________________________________________________________
(Please  insert  name and Social  Security  or Federal  Employer  Identification
number of  assignee)  the  within  Bond and all  rights  thereunder,  and hereby
irrevocably                constitutes                and               appoints
____________________________________________________   (the   "Transferee")   as
attorney  to  register  the  transfer  of the within  Bond on the books kept for
registration thereof, with full power of substitution in the premises.


Date: ____________________________
            Signature Guaranteed:


--------------------------------------
NOTICE: Signature(s) must be guaranteed
by an institution which is a participant
in the Securities Transfer Agent Medallion
Program (STAMP) or similar program.



               -----------------------------------------------------------------
               NOTICE:  No transfer will be  registered  and no new Bond will be
               issued in the name of the Transferee,  unless the signature(s) to
               this assignment  corresponds with the name as it appears upon the
               face of the within Bond in every particular,  without  alteration
               or enlargement or any change  whatever and the Social Security or
               Federal  Employer  Identification  Number  of the  Transferee  is
               supplied.

<PAGE>


     The following  abbreviations,  when used in the  inscription on the face of
the within  Bond,  shall be  construed  as though they were  written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
------------------------- ---------------------------------- ---------------------------------------------------------
<S>                       <C>                                <C>
TEN COM  -                as tenants in common               UNIF TRANS MIN ACT - _________________
                                                                                                         (Cust.)
TEN ENT  -                as tenants by en entireties        Custodian for ______________________________
                                                                                        (Minor)
JT TEN            -       as joint tenants with              under Uniform Transfers to Minors Act of
                          right of survivorship and
                          not as tenants in common           _____________________________
                                                             (State)
------------------------- ---------------------------------- ---------------------------------------------------------
------------------------- ---------------------------------- ---------------------------------------------------------

------------------------- ---------------------------------- ---------------------------------------------------------
</TABLE>
       Additional abbreviations may also be used though not in list above.