1. Conceptual designs in sketch format that show a section (combining vehicle and guideway) an elevation, a chassis plan, a seating plan, front and back, and details. Kent will submit this to EXPO2000 for approval and upon receiving approval by EXPO2000 and investors (if any) will proceed with preliminary design. Conceptual designs will be based on the following design goals and parameters.

Elevated Modular Guideway Electric Motor Propulsion All Weather Capability Off-line Loading

Light Weight High Speed Switching Expandable Automated

2. Design Team will proceed to preliminary design next, with drawings and documents that will be used for raising venture capital, definition of concepts to Summit and cost estimating by selected contractors. This phase of work will include (1) Basic Design of guideway structure, the propulsion system, automation and controls, and prototype vehicles. A variety of vehicle types are to accommodated including 6 passenger run about for local circulators, cargo vans, and line haul cruiser of 15 or more passengers. This phase of the work is estimated at $80,000 and will be paid from 50% the first funds available to EXPO2000. This work will be completed in 120 days. The preliminary Design will be complete enough to obtain ROM budgeting from contractors and suppliers. When patent applications are filed, this work can be made public by EXPO2000 in negotiations with County, State, venture capital and consortium investors. Until then EXPO2000 will keep all Design Team work confidential, and continue to use the existing web site configuration as shown by the printout sent Bingham on March 13, 1998.
3. EXPO2000 will use the above design materials to continue raising venture capital funds as described in the Chapter 5 financial plan attached. When additional funds are available EXPO2000 shall provide up to $520,000 for design engineering work on a proposed demonstration track and up to $500,000 to produce prototype vehicles.
4. Design Team will receive 50% of membership units in EXPO2000 upon completion of $80,000 workscope in #1 and #2. As additional Design Team members are enrolled they will dilute the Design Team 50% share of EXPO2000. As additional administrators are enrolled, they will dilute administrators share.
5. Mike Barrett will be the administrator responsible for Design Team and have administrator shares.
6. Design Team to have unrestricted access to all business and financial transactions of EXPO2000. This includes access to IRS returns and full cooperation by EXPO2000 for any audits.
7. Design Team agrees to the financial plan published by EXPO2000 and to the percentage allocation shown in subsequent phases. EXPO2000 administrators will represent exclusively all negotiation with the State, local investors and communities.
8. Design configuration is an intellectual property right that will be licensed to the project owners when paid in full. For all sales by EXPO2000 including 1-70, route 3% royalty of gross revenues will be charged and shared by the parties pro rate with venture capital investors.
9. Design Team is free to form their own company elsewhere including financing, developing, sales and operations. However, inside the State of Colorado, EXPO2000 will be the exclusive partner in charge of marketing, financing, and administration. Neither party will compete with the other on future work inside Colorado.
10. Any final agreement will contain a termination clause suitable to both parties.

Kent Bingham_____________________________ date___________

Expo 2000 ______________________________ date___________