(Marriott School Letterhead)

                                       ENGAGEMENT LETTER

3 October, 200_

Lawrence L. Lawrence, President
Kairos Corporation
5295 South Shamayim Street, Suite 323
Seattle, WA 98101

Dear Mr. Lawrence:

As a group of undergraduate marketing students from the Marriott School of Management at Brigham
Young University (BYU Team), we look forward to working with you toward the completion of the Tao
feasibility study for the Kairos Corporation. The purpose of this letter is to confirm our understanding of
the project scope, approach, schedule, deliverables, and fees.


The Kairos Corporation (KC), a subsidiary of the Paul Tillich Group, was established in May, 1976 to
focus exclusively on development of the substantial land and water assets held by the Paul Tillich Group.
One such property is the Tao development near Avila, Spain.

The Tao development entails a multi-use development of 4,500 acres. It is the largest master plan
community ever proposed on the Iberian Peninsula. The development will include single and multi-
family projects as well as a central business district for office, retail, a Carmelite Monastery, and an
industrial complex. KC will attempt to include in the Tao project the latest ideals in community planning,
such as open space, public transportation, walkable neighborhoods, contemplation gardens utilizing native
plants and animals, and a central business and residential core surrounded by organic agricultural lands
jointly owned by community members.

KC's business strategy is to control the land master planning and entitlement process and to be
responsible for the provision of infrastructure. Revenue generation will initially come from the sale of
residential lots to builders and, to a lesser extent, the sale of commercial pads. KC's major task is to
complete a feasibility study on the development of the Tao.

Engagement Scope and Objectives

The BYU Team will complete a survey to determine the size of the market and consumer interest in the
Tao. The study will conclude with a recommendation to proceed or not to proceed with the Tao project
based solely on economic viability.

                                                                                      BYU Marriott School 1
Approach, Tasks, and Schedule

Our suggested approach and time frame consists of the following four phases:

Phase 1: Information Collection and Discovery (October 7 through October 26)

The initial information collection will consist of a series of three focus groups to determine what features
local residents are looking for in housing, and gathering marketing results from similar large scale real
estate developments on the Iberian Peninsula. The work will be reviewed weekly by Juan de Yepes of the
Tao, on October 26 at a meeting at the Marriott School of Management in Provo, Utah.

Phase 2: Pro Forma Preparation and Survey (October 26 through November 8)

Using the information obtained in Phase one, the BYU Team will execute its survey of 1,000 residents of
four Spanish cities (Mt. Carmel, Avila, Segovia, and Bilboa). The students will fly to Spain at the expense
of the company to execute these surveys

Phase 3: Analysis (November 8 through December 7)

Based on the results of Phase 1 and 2, the field studies team will run net present value calculations and
obtain financing recommendations from Don Quixote, the financial liaison at the Bank of the Ascent of
Mt. Carmel. The work will be combined into a single feasibility report.

Phase 4: Report Delivery (December 12)

The findings, analysis, and final recommended plan of action will be submitted at this time at the Salt
Lake City offices of KC. The project will officially conclude with this formal oral and written report to
be presented by our team to the KC management. The report will be made on or before 12 December


Seven copies of the final written report will be delivered at the time of the final PowerPoint presentation;
all of these copies will become the property of KC.

Roles of Engagement Team and Client

The BYU Team intends to deliver information that is reliable, representative, credible, and timely to help
KC complete its due diligence regarding the feasibility of the Tao. The consulting team includes Dan
Via, Norman Perrin, and Joachim Jeremias on the finance subgroup and Claus Westerman, John Dominic
Crossan, and Rudolph Bultmann on the marketing subgroup. Mark Thomas will function as the
engagement coach, and Dr. Michael Geurts, Professor of Business Management in the Marriott School of
Management at BYU, will serve as the advisor for the project. In addition, external resources in the real
estate development field available to the University will be used. Critical to the success of the project will
be our ability to contact and/or meet with Juan de Yepes on a regular basis to obtain information and to
have questions answered.

                                                                                       BYU Marriott School 2
Owner of Intellectual Property

KC retains ownership rights to all intellectual property developed by the students as a result of their work
on the Tao. All students and faculty associated with the field studies project will, at your request, sign a
standard Assignment of Ownership and Nondisclosure Agreement. BYU reserves the right to retain up to
10 copies of the final report for educational purposes. Unless notified otherwise by KC, one of these
copies will be place in the general reference section of the Lee Library.


The BYU Team will make reasonable efforts to protect any confidential or proprietary information that
you provide to the Team, as long as you identify such information in writing at the time that you provide
it. Students and faculty will freely discuss all other information associated with the project as part of
normal educational activities.


Faculty and students will have the right to publish and present information concerning the project. If you
notify us of intellectual property rights or confidential or proprietary information which precludes
complete disclosure of the project, we will work with you to provide for both protection of rights and
appropriate publication. Of course, we will not disclose your confidential information in any such

Warranty Disclaimer

The project is an educational program designed to help students learn the practice of business consulting.
Students are not, however, considered employees nor agents of BYU. While the team will work in good
faith to provide a quality project, there is no promise of success. Accordingly, BYU, its trustees,
employees, agents, and students make no warrantees, express or implied, as to the condition, accuracy,
originality, merchantability, or fitness for any particular purpose of any work performed, advice given or
intellectual property developed in the program and provide the work performed on an as is basis. Further,
KC agrees through its participation in the program that BYU will not be liable for incidental or
consequential damage or of lost profits, even if BYU is advised of the possibility of such damages.


KC is to assume all risks and responsibility with respect to its use of the work and research provided to
you under this agreement, and agree to indemnify and hold harmless BYU, its trustees, employees,
agents, and students from any claim or liability, including reasonable attorneys fees, arising from KC’s
use of the work or research provided to you.

Status Reporting

Every two weeks, beginning the week of 8 October 2001, we will submit a written progress report that
reviews the achievements to date and gives the plan for the following two weeks. The reports will also
evaluate compliance with the project goals and objectives.

                                                                                      BYU Marriott School 3

The fee for the team's work is $20,000, plus any ordinary expenses. Ordinary expenses include the cost
of materials for the preparation of the written report, telephone, and any other costs pre-approved by KC.
Payment of $20,000, payable to the Marriott School of Management, is due upon signing of this
engagement letter. The ordinary expenses of the project will be paid by KC within 15 days of billing.

Team Professional Profile and Contacts

If you have any concerns or questions, please feel free to contact Rudolph Bultmann, or Mark Thomas at
the numbers or e-mails attached in the Professional Profile. The qualifications, names, e-mails, and
telephone numbers of the team members are included in the Professional Profile.

We look forward to working with you on this important endeavor. Please sign below, evidencing your
agreement to, and approval of the terms of this engagement letter. An original executed copy of this letter
should then be returned to Mark Thomas at the following address:

Mark Thomas
Brigham, Young University
437 TNRB
Provo, Utah 84602


_________________________                        _________________________

Dan Via                                          Claus Westerman

_________________________                        _________________________

Norman Perrin                                    John Dominic Crossan

_________________________                        _________________________

Joachim Jeremias                                 Rudolph Bultmann

                                                                                     BYU Marriott School 4
Accepted by:

Signature: _______________________________________      Date: _______________________

Authorized Representative of KC

Print Name and Title: ________________________________________

                                                                       BYU Marriott School 5

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