Exhibit 10.1

                     Cornerstone Direct Public Offerings LLC

2450 Atlanta Highway, Suite 904, Cumming GA 30040             (678) 455-1100
                                                              (678) 455-1114 FAX

                                                               February 12, 2003

Cecil A. Brooks, President
John T. Ottinger, Vice President
PIF/Cornerstone Ministries Investments, Inc.
6030 Bethelview Road, Suite 203
Cumming, GA 30040

Dear Revs. Brooks and Ottinger:

      This is the  proposed  engagement  letter you  requested,  describing  our
services and fees for the next proposed offering of your securities, referred to
as "Series E.".

Program Design.  Both the marketing and the regulatory  compliance steps will be
designed into one program. We would help you conclude the following  preparatory
decisions and actions:

      (a) Amount of the offering,  timing and pricing.  We will work with you to
do an analysis of the market and  distribution  capability for your  securities,
and how that relates to your needs for cash to fund  maturing  certificates  and
your lending plans.  We can discuss timing of the offering,  as it best fits the
proposed market and  availability of the people who will be most involved in the
project.  We will help you arrive at the terms of the new  certificates  and the
price of any common or preferred stock.

      (b) Choice of securities to be offered.  You have previously  offered both
shares of common stock and multiple forms of  certificates of  indebtedness.  We
will  review  the pros and cons of  various  combinations  and advise you on the
choice of securities for this offering.

      (c) Regulatory filings. We have reviewed the interrelationship among state
regulatory standards, SEC filings and exemptions and approval for listing on the
Chicago  Stock  Exchange.  We will  help  you come to a  conclusion  on the best
selection of filings for the proposed offering.

      (d) Market and marketing  methods.  You have developed a  "broker-assisted
direct public offering" process, that is, PIF/Cornerstone Ministries markets its
shares directly to its affinity  groups,  and has also created a "selling group"
of securities  broker-dealers  for marketing to their  customers and  prospects.
That selling group is managed by Wellstone Securities,  Inc. We will assist your
relationship with Wellstone  Securities and will also help you make decisions on
the use of any marketing media, the budget,  the methods used to close the sales
and related marketing alternatives.

      (e)  Aftermarket  trading.  We will help manage your admittance to trading
your common stock on the Chicago Stock  Exchange and an  order-matching  service
for your certificates of indebtedness.
<PAGE>
PIF/Cornerstone  Ministries Investments, Inc.                  February 12, 2003
Direct Public Offering                                                    page 2


      (f) Corporate preparation. There are issues to review in order to have the
corporation's  affairs  in the  best  condition  for  the  offering  and for the
regulatory  filings  that must  precede it. You have had to go through this step
for your previous offering and we anticipate all will be in order.

      (g) Selection of the team. We will go over the jobs to be performed in the
DPO, and provide any  suggestions  from our  experience  about who should become
involved. We will work with you, your independent accountants, corporate counsel
and other service providers to reduce any duplication or conflict.

      (h)  Securities  regulation  issues.  The path we have  discussed  for the
offering  should  involve no major  obstacles for obtaining  clearance.  We will
advise you on each filing method and compliance  with comments from  regulators.
We will also work with your independent  accountants on any compliance questions
they may have.

      (i) Schedule and budget. We will furnish responsibility  schedules for the
DPO process.  The schedules will detail the steps  involved,  who is responsible
for each step and the date on which it should be  completed.  The budget will be
determined  by the  decisions  on the  amount of the  offering,  the  securities
filings to be used and the marketing methods selected.

      We will  help you  select  any  additional  communications  media,  with a
cost/benefit  analysis,  including such potential  media as mailings,  print and
electronic media, telephone and scheduled meetings.

      Preparation. We will work with you and the rest of the team to prepare the
disclosure document,  the regulatory filings and the marketing  materials.  This
will  include  the  purchase  agreements,  offering  announcements,  any graphic
materials  to  accompany  the  offering  document  package,   your  website  and
electronic delivery, and all cover letters and follow-up letters.

      We will help train your staff in their  responsibilities for communicating
with the  broker  group and with  prospective  investors,  by  telephone  and in
person, including how you supervise those participating.

      During  the  preparation   phase,   we  will  provide   guidance  on  what
communications can and cannot be made with respect to the proposed offering.  We
will  draft  written   communications,   together  with   guidelines   for  oral
communications.

      We will suggest  aftermarket  mechanics and help put in place the selected
method of providing  investors  with as much  liquidity for their  securities as
practicable,  given the size of PIF/Cornerstone Ministries and the amount of its
outstanding securities.
<PAGE>
PIF/Cornerstone Ministries Investments, Inc.                   February 12, 2003
Direct Public Offering                                                    page 3


Implementation.  We will  furnish  materials  for all  filings  of the  required
documents with the applicable securities regulators. We will have responsibility
for filing the required documents with federal and state securities  regulators,
after they have been approved and signed by  representatives  of PIF/Cornerstone
Ministries, its independent accountants and corporate counsel. Comments by those
regulators  will  be  directed  to  us  and  we  will  prepare  responses,  with
contributions as required by others on the team.

      We will assist in a communications system, to include everyone involved in
the offering. We will help you coordinate with any registered broker-dealers (or
stock exchange  specialists) who are expected to provide  aftermarket trading or
order-matching services.

      We will be  available  on a daily basis to assist the  project  manager in
seeing that each step is  completed.  There will be unforeseen  issues  arising,
which  we will  help  resolve.  As the  offering  progresses,  we  will  suggest
additions or changes to the marketing  program.  This may involve  extensions of
the  efforts  to obtain  requests  for  offering  materials  or  changes  in the
follow-up procedures.

Closing  and Beyond.  There are  additional  regulatory  filings  required  upon
closing,  which we will help  prepare and file.  We will help you work with your
stock transfer agent, with Depository Trust Company,  the Chicago Stock Exchange
and with brokers.  We will provide guidance in fulfilling your regular reporting
requirements  and  securities law  compliance  program,  including your investor
relations function.

Timing and Fees. The  Preparation  phase could be completed,  and all securities
regulation  filings made, within six to eight weeks after we begin (if financial
statements are then available.) There is very little control over the regulatory
processing time, but we would estimate three weeks, if we receive cursory review
from the SEC, to eight weeks, if we have full SEC review, for clearance with the
SEC and the states.

      Our fees for all the services we have described would  aggregate  $75,000.
Payment of those fees will be made over the course of our work,  in  instalments
as we agree. The only costs which we would bill to you for reimbursement are any
out-of-pocket expenses for travel you have requested and any express delivery or
outside document  reproduction  services.  You will provide payment directly for
filing fees.

      We look forward to working with you.

                                                               Sincerely,
Agreed: Cornerstone Ministries Investments, Inc.   S/Drew Field  Gwendolyn Field

By: S/John T. Ottinge
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