EXHIBIT 1.2

                        AMERICAN CHURCH MORTGAGE COMPANY

                          SOLICITING DEALERS AGREEMENT

Ladies and Gentlemen:

     We have entered into an agreement (the "Distribution Agreement") which is a
part hereof and attached  hereto,  with  American  Church  Mortgage  Company,  a
Minnesota  corporation  (the  "Company"),  under which we have agreed to use our
best  efforts  to  solicit  subscriptions  for the  Series  C  Secured  Investor
Certificates (the "Certificates") of the Company. The Company is offering to the
public an aggregate  maximum of $20,000,000  worth of Certificates at a price of
$1,000 per Certificate (the "Offering").

     In connection with the  performance of our  obligations  under Section 2 of
the Distribution  Agreement, we are authorized to use the services of securities
dealers  who are  members  of the  Financial  Industry  Regulatory  Agency  (the
"Soliciting Dealers") to solicit subscriptions. You are hereby invited to become
a  Soliciting  Dealer  and,  as  such,  to use  your  best  efforts  to  solicit
subscribers  for  Certificates,  in  accordance  with the  following  terms  and
conditions:

     1. A registration statement (the "Registration  Statement") with respect to
$20,000,000  worth of  Certificates  has been  filed  with  the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended  (the  "Act"),  and  has  become  effective.  Additional  copies  of the
Prospectus  will be supplied to you in reasonable  quantities  upon request.  We
will also provide you with reasonable quantities of any supplemental  literature
prepared by the Company in connection with the offering of the Certificates.

     2.  Solicitation and other activities by the Soliciting  Dealers  hereunder
shall be undertaken only in accordance  with the  Distribution  Agreement,  this
Agreement,  the Act,  the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  the applicable  rules and regulations of the Commission,  the
Blue Sky Memorandum  hereinafter referred to and the Rules of FINRA. In offering
the sale of  Certificates  to any  person,  each  Soliciting  Dealer  shall have
reasonable  grounds  to believe  (based on such  information  as the  investment
objectives,  other investments,  financial  situation and needs of the person or
any other  information  known by you after due inquiry) that: (i) such person is
or will be in a financial position  appropriate to enable such person to realize
to a significant  extent the benefits  described in the Prospectus and has a net
worth sufficient to sustain the risks inherent in the program, including loss of
investment  and lack of  liquidity,  (ii) the  purchase of the  Certificates  is
otherwise  suitable for such person,  and each Soliciting  Dealer shall maintain
records  disclosing the basis upon which each Soliciting  Dealer  determined the
suitability of any persons offered Certificates; and (iii) such person meets the
suitability  standards  established  for the offering in the states in which the
Soliciting Dealer is soliciting transactions.

     Each Soliciting Dealer agrees: (i) to deliver to each person who subscribes
for the Certificates,  a Prospectus,  as then supplemented or amended,  prior to
the tender of his  account  application  (the  "Account  Application");  (ii) to
comply  promptly  with  the  written  request  of any  person  for a copy of the
Prospectus  during the period  between the  effective  date of the  Registration
Statement  and  the  later  of  the  termination  of  the  distribution  of  the
Certificates  or


<PAGE>

the expiration of 90 days after the first date upon which the Certificates  were
offered to the public;  (iii) deliver in accordance  with  applicable  law or as
prescribed  by any state  securities  administrator  to any person a copy of any
document included within the Registration  Statement,  including  delivering the
Articles and Bylaws (as each is defined in the  Prospectus) to investors who are
residents  of states  which we advise you in writing  require  delivery  of such
additional documents to prospective investors resident in their states; and (iv)
to maintain in its files for at least six years  documents  disclosing the basis
upon which the  determination of suitability was reached as to each purchaser of
Certificates.

     3.  Subject  to the  terms  and  conditions  set  forth  herein  and in the
Distribution Agreement, the Company shall pay to you (i) a selling commission of
____% per Share for all Certificates sold for which you have acted as Soliciting
Dealer  pursuant  to  this  Agreement.  Notwithstanding  the  foregoing,  it  is
understood  and  agreed  that no  commission  shall be payable  with  respect to
particular  Certificates if the Company rejects a proposed  subscriber's Account
Application.

     4. We reserve  the right to notify you by telegram or by other means of the
number of  Certificates  reserved  for sale by you.  Such  Certificates  will be
reserved for sale by you until the time  specified in our  notification  to you.
Sales of any reserved  Certificates after the time specified in the notification
to you or any requests for additional  Certificates will be subject to rejection
in whole or in part.

     5.  Payments for  Certificates  shall be made  payable to "American  Church
Mortgage Company" and forwarded together with a copy of the Account Application,
which is attached to the  Prospectus,  executed by the  subscriber,  to American
Investors Group, Inc., 10237 Yellow Circle Drive,  Minnetonka,  Minnesota 55343,
shall be transmitted  not later than noon of the next business day after receipt
of such Account Application and check (when your internal supervisory procedures
are  completed  at the site at which the  Account  Application  and  check  were
received by you) or, when your internal supervisory  procedures are performed at
a different  location (the "Final Review Office"),  you shall transmit the check
and Account  Application to the Final Review Office by noon of the next business
day  following  your  receipt of the Account  Application  and check.  The Final
Review  Office will,  by noon of the next  business day following its receipt of
the Account Application and check, forward both to the Underwriter as processing
broker-dealer.  If any Account  Application  solicited by you is rejected by the
Company, the Account Application and check will be forwarded by the Company back
to us for prompt return to the rejected subscriber.

     6. We will inform you in writing as to the  jurisdictions  in which we have
been advised by the Company that the  Certificates  have been qualified for sale
or are  exempt  under  the  respective  securities  or "blue  sky"  laws of such
jurisdictions;  but we have not  assumed and will not assume any  obligation  or
responsibility  as to  your  right  to  act  as a  broker  with  respect  to the
Certificates  in any such  jurisdiction.  You  agree  that you will not make any
offers  except in states in which we may advise you that the  Offering  has been
qualified or is exempt and further  agree to assure that each person to whom you
sell  Certificates  (at both the time of the initial  purchase as well as at the
time of any subsequent  purchases) meets any special suitability standards which
apply  to sales  in a  particular  jurisdiction,  as  described  in the Blue Sky
Memorandum and the Account  Application.  Neither we, nor the Company assume any

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obligation or responsibility in respect of the qualification of the Certificates
covered  by  the  Prospectus   under  the  laws  of  any  jurisdiction  or  your
qualification  to act as a  broker  with  respect  to  the  Certificates  in any
jurisdiction. The Blue Sky Memorandum which has been or will be furnished to you
indicates the  jurisdictions  in which it is believed that the offer and sale of
Certificates covered by the Prospectus is exempt from, or requires action under,
the applicable blue sky or securities laws thereof, and what action, if any, has
been taken with  respect  thereto.  It is  understood  and agreed  that under no
circumstances  will  you,  as a  Soliciting  Dealer,  engage  in any  activities
hereunder in any  jurisdiction in which you may not lawfully so engage or in any
activities in any jurisdiction with respect to the Certificates in which you may
lawfully so engage unless you have complied with the provisions hereof.

     7. Neither you nor any other person is  authorized  by the Company or by us
to give any  information  or make any  representations  in connection  with this
Agreement  or the  offer of  Certificates  other  than  those  contained  in the
Prospectus, as then amended or supplemented, or any sales literature approved by
us and the Company.  You agree not to publish,  circulate  or otherwise  use any
other advertisement or solicitation material without our prior written approval.
You are not authorized to act as our agent in any respect,  and you agree not to
act as such agent and not to purport to act as such agent.

     8. We  shall  have  full  authority  to take  such  action  as we may  deem
advisable  with  respect to all matters  pertaining  to the  Offering or arising
thereunder. We shall not be under any liability (except for our own want of good
faith and for obligations  expressly  assumed by us hereunder) for or in respect
of the validity or value of or title to, the  Certificates;  the form of, or the
statements  contained in, or the validity of, the  Registration  Statement,  the
Prospectus  or any  amendment or  supplement  thereto,  or any other  instrument
executed by Church Loan Advisors,  Inc., the Company's  advisor (the "Advisor"),
the Company or by others; the form or validity of the Distribution  Agreement or
this  Agreement;  the  delivery  of the  Certificates;  the  performance  by the
Advisor,  the Company or by any of them of any  agreement  on its or their part;
the   qualification  of  the  Certificates  for  sale  under  the  laws  of  any
jurisdiction;  or any matter in connection with any of the foregoing;  provided,
however,  that nothing in this paragraph  shall be deemed to relieve the Company
or the undersigned from any liability  imposed by the Act. No obligations on the
part of the Company or the undersigned shall be implied or inferred herefrom.

     9. Under the  Distribution  Agreement,  the Company has agreed to indemnify
you and us and each person, if any, who controls you or us, in certain instances
and against certain liabilities,  including liabilities under the Act in certain
circumstances.  You agree to indemnify  the Company and each person who controls
it as provided in the  Distribution  Agreement and to indemnify us to the extent
and in the manner that you agree to indemnify  the Company in such  Distribution
Agreement.

     10. Each Soliciting Dealer hereby authorizes and ratifies the execution and
delivery of the  Distribution  Agreement by us as Distribution for ourselves and
on behalf of the Soliciting  Dealers and authorizes us to agree to any variation
of  its  terms  or  provisions   and  to  execute  and  deliver  any  amendment,
modification or supplement  thereto.  Each Soliciting Dealer hereby agrees to be
bound by all  provisions of the  Distribution  Agreement  relating to Soliciting
Dealers.  Each  Soliciting  Dealer  also  authorizes  us  to  exercise,  in  our
discretion, all the authority or discretion now or hereafter vested in us by the
provisions of the  Distribution  Agreement and to

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<PAGE>

take all such  action  as we may  believe  desirable  in order to carry  out the
provisions of the Distribution Agreement and of this Agreement.

     11. This  Agreement,  except for the provisions of Sections 8 and 9 hereof,
may be  terminated at any time by either party hereto by two days' prior written
notice to the other party and, in all events,  this Agreement shall terminate on
the termination date of the Distribution Agreement, except for the provisions of
Sections 8 and 9 hereof.

     12. Any  communications  from you should be in writing  addressed  to us at
American Investors Group, Inc., 10237 Yellow Circle Drive, Minnetonka, Minnesota
55343, Attention:  Philip J. Myers. Any notice from us to you shall be deemed to
have been duly given if mailed, telegraphed or delivered by overnight courier to
you at your address shown below.

     13. Nothing herein contained shall constitute the Soliciting Dealers or any
of  them   as  an   association,   partnership,   limited   liability   company,
unincorporated business or other separate entity.

     14. Prior to offering the  Certificates  for sale, each  Soliciting  Dealer
shall  have  conducted  an  inquiry  such that you have  reasonable  grounds  to
believe,  based on  information  made  available  to you by the  Company  or the
Advisor through the Prospectus or other  materials,  that all material facts are
adequately  and  accurately  disclosed  and  provide  a basis for  evaluating  a
purchase  of  Certificates.  In  determining  the  adequacy of  disclosed  facts
pursuant to the  foregoing,  each  Soliciting  Dealer may obtain,  upon request,
information on material facts relating at a minimum to the following:

     (1)   items of compensation;
     (2)   loan policies and investment guidelines;
     (3)   tax aspects;
     (4)   financial stability and experience of the Company and the Advisor;
     (5)   conflicts and risk factors; and
     (6)   other pertinent reports.

Notwithstanding the foregoing,  each Soliciting Dealer may rely upon the results
of an Inquiry conducted by another Soliciting Dealer, provided that:

     (i)   such Soliciting  Dealer has  reasonable  grounds to believe that such
           inquiry was conducted with due care;

     (ii)  the results of the inquiry  were  provided to you with the consent of
           the Soliciting Dealer conducting or directing the inquiry; and

     (iii) no Soliciting Dealer that participated in the inquiry is an affiliate
           of the Company.

     Prior to the sale of the Certificates,  each Soliciting Dealer shall inform
the  prospective  purchaser of all pertinent facts relating to the liquidity and
marketability of the Certificates during the term of the investment.

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     If the foregoing is in accordance with your understanding,  please sign and
return  the  attached  duplicate.   Your  indicated   acceptance  thereof  shall
constitute a binding agreement between you and us.

                                  Very truly yours,

                                  AMERICAN INVESTORS GROUP, INC.

---------------------------
                                  By
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                                         Philip J. Myers
                                  Its    President
Dated:
        -------------------

We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms
and  conditions  of the  above  Soliciting  Dealer  Agreement  and the  attached
Distribution  Agreement.  We  hereby  represent  that we will  comply  with  the
applicable  requirements of the Act and the Exchange Act and the published Rules
and Regulations of the Commission  thereunder,  and applicable blue sky or other
state  securities  Laws. We confirm that we are a member in good standing of the
FINRA.  We hereby  represent  that we will  comply  with the FINRA rules and all
rules and regulations promulgated by the FINRA.

Dated:
       --------------------          -------------------------------------------
                                     Name of Soliciting Dealer

                                     -------------------------------------------
                                     Address of Soliciting Dealer
--------------------
Federal Tax Identification Number

                                  By:
                                      ------------------------------------------
                                         Authorized Signature
                                  Title:
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Kindly have checks representing  commissions  forwarded as follows (if different
than above):

Name of Firm:
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Address:
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Telephone:
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Attention:
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