Disclaimer

Who We Serve:

The offering of Investment Notes is limited to persons who, prior to receipt of an Offering Circular, were members of, contributors to (including investors), or participants in the Christian Church (Disciples of Christ), Church Extension or in any program, activity or organization which constitutes a part of the Christian Church (Disciples of Christ) or Church Extension or in other Protestant church organizations which have a programmatic relationship with the Christian Church (Disciples of Christ) or Church Extension.

NOT AVAILABLE IN EVERY STATE
Conditions and limitations on the sale of Church Extension Investment Notes may vary from state to state.

States Where Investment Notes are Available:  Alabama, Alaska, Arizona, Arkansas, California, Colorado, District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Texas, Utah, Virginia, Washington, West Virginia, Wisconsin, Wyoming, and Puerto Rico.

States in which Investment Notes are NOT Available:  Connecticut, Delaware, Hawaii, Maine, New Hampshire, New Jersey, North Dakota, Rhode Island, Vermont

SPECIAL STATE DISCLOSURES:
Although we are qualified to offer and sell our Notes in the following states, these states require the following special disclosures which you should read if you live in one of these states:

California Residents: We will notify you approximately thirty (30) days before your Investment Note matures, at which time you will have the opportunity to send us the Investment Note for repayment or notify us of your intention to renew the Investment Note for an additional like term or reinvest the principal balance of the Investment Note in another form of Note then available. If you do not affirmatively elect to renew, reinvest or send us the Investment Note for repayment, your Investment Note will be automatically renewed for an additional like term, provided that we will still honor a request for repayment of your Investment Note without penalty within thirty (30) days after maturity, if you send us the Investment Note and notify us in writing that it was your intention to request repayment at maturity, but failed to because of inadvertence or neglect. California residents will only be able to renew their Investment Note or reinvest in other Notes if we hold a current registration permit in California. We cannot assure you that we will hold these permits in the future.

Georgia Residents: THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES COMMISSIONER OF THE STATE OF GEORGIA. THE SECURITIES COMMISSIONER, BY ACCEPTING REGISTRATION, DOES NOT IN ANY WAY ENDORSE OR RECOMMEND THE PURCHASE OF ANY OF THESE SECURITIES. We are not offering and cannot sell our Flexible Demand Notes or Capital Builder Notes to residents of Georgia. If you purchase Notes, you will have the unqualified and unwaivable right to rescind the purchase within 72 hours of the execution of a written agreement to purchase the Notes, or the delivery of a confirmation of sale or the payment for any Notes, whichever occurs first. You may accomplish the rescission by completing and mailing the "Notice of Rescission" which is included in the Offering Circular Addendum.

Louisiana Residents: We are not offering and cannot sell our Flexible Demand Notes or Capital Builder Notes to residents of Louisiana.

Michigan Residents: We are offering and selling our Notes in Michigan pursuant to a claim of exemption from registration under Section 402(a)(8) of the Michigan Uniform Securities Act and Section 3(a)(4) of the Securities Act of 1933. We have not filed a registration statement relating to our Notes with the Corporation and Securities Bureau, Michigan Department of Commerce or with the SEC. Neither the Bureau nor the Commission has passed upon the value of these Notes, made any recommendation as to their purchase, approved or disapproved the offering, or passed upon the adequacy or accuracy of this Offering Circular. Any representation to the contrary is unlawful.

The total of unsecured Notes to be sold in Michigan during this offering period is $1,500,000, consisting of:

During the period beginning August 4, 2003 and ending January 15, 2004, we sold $182,790 of our current Notes in Michigan, which amount included $106,355 of new sales of Notes and $76,435 of extensions or renewals of existing Notes.

Missouri Residents: The Notes have not been registered under the Missouri Uniform Securities Act because they are exempt from registration by Section 409.402(a)(9) of the Act. In making an investment decision, you must rely on your own examination of our organization and the terms of the offering, including the merits and risks involved. The Notes have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not confirmed the accuracy or determined the adequacy of this Offering Circular. It is illegal for anyone to tell you otherwise.

New York Residents: The Attorney General for the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful.

North Carolina Residents: In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

Oregon Residents: We are not offering and cannot sell our Flexible Demand Notes or Capital Builder Notes to residents of Oregon.

Pennsylvania Residents: The amount of Notes being registered and sold in Pennsylvania is limited to $1,500,000 during each registration period.

Every Pennsylvania purchaser of the Notes has the right to withdraw from the purchase as provided by Section 207(m) of the Pennsylvania Securities Act of 1972. If you accept an offer to purchase the Notes you may elect, within two business days after the first time you receive this Offering Circular, to withdraw from your purchase of Notes and receive a full refund of all monies paid by you. Your withdrawal will be without any further liability to any person. To accomplish this withdrawal, you need only send a letter or telegram to us indicating your intention to withdraw. Such letter or telegram should be sent and postmarked prior to the end of the second business day mentioned above. If you are sending a letter, it is prudent to send it by certified mail, return receipt requested, to ensure that it is received and also to evidence the time it was mailed. Should you make the request orally, you should ask for written confirmation that your request has been received.

A registration statement in connection with this offering has been filed in the offices of the Pennsylvania Securities Commission, 1010 North Seventh Street, Harrisburg, Pennsylvania. The registration statement contains information and documents not included in this Offering Circular. The documents and additional information are available for your inspection at the Harrisburg, Pennsylvania offices of the Commission during normal business hours.

Anything to the contrary herein notwithstanding, Pennsylvania residents will not be permitted to purchase Notes with a credit card.

South Carolina Residents: We are not offering and cannot sell our Flexible Demand Notes or Capital Builder Notes to residents of South Carolina. If we do not pay principal or interest on your Note for a period of 90 days from the date of lawful demand by you, other than by clerical error or administrative oversight, it will be an event of default, unless you waive the default or we lawfully contest the payment. A default on your Note will constitute a default on all of our Notes of the same class issued to other South Carolina Investors under this Offering Circular. Upon default, South Carolina Investors shall have the right to obtain the names and addresses of all South Carolina Investors of Notes in default and by a vote of 25% of these Investors, to declare all defaulted Notes in South Carolina due and payable in full.

Tennessee Residents: These Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or applicable exemption. You should be aware that you may be required to bear the financial risk of your investment for an indefinite period of time.

Washington Residents: As a prospective purchaser, you are entitled to review our financial statements which are included in this Offering Circular. Receipt of a Notice of Exemption by the Washington Administrator of Securities does not mean that the Administrator has approved or recommended the Notes or that the Administrator has determined that this Offering Circular is accurate or complete. It is illegal for anyone to tell you otherwise. The return of your funds to you at the time of maturity of your Notes is dependent upon our financial condition.

Wisconsin Residents: We are not offering and cannot sell our Flexible Demand Notes or Capital Builder Notes to residents of Wisconsin.