Exhibit 10.2

                     Cornerstone Direct Public Offerings LLC

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

                                                               February 12, 2003

John T. Ottinger, Vice President
Wellstone Communities Inc.
6030 Bethelview Road, Suite 203
Cumming, GA 30040

Dear Rev. Ottinger:

This is the proposed  engagement letter you requested,  to describe our services
and fees for your  proposed  offering of Series A Voting  Convertible  Preferred
Stock.

Program Design.  Both the marketing and the regulatory  compliance steps need to
be  designed  into one  program.  We will draw upon our  experience  with direct
public  offerings,  and dealing  with  securities  regulators,  to suggest  each
element of that program.  We would help you conclude the  following  preparatory
decisions and actions:

      (a)  Amount of the  offering  and  timing.  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 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.

      (b) Choice of securities to be offered,  pricing and terms. We have worked
with you to design the Series A Voting  Convertible  Preferred  Stock, the price
per share and the terms as they relate to common stock and any other  securities
that you may issue in the  future.  This has  included  matching  your  business
ministry   purposes  with  the  constraints  of  federal  and  state  securities
regulation.

      (c)  Regulatory  filings.  We reviewed the  interrelationship  among state
regulatory  filing  standards and exemptions,  SEC filings and  exemptions.  Our
recommendation  was to  register  with  the SEC on  Form  SB-2  and to file  for
registration  by  coordination  in the 30 states you have  selected.  We will be
using the  Coordinated  Review  Program - Equity  provided by the North American
Securities Administrators Association.

      (d) Market and marketing  methods.  You have developed a  "broker-assisted
direct public  offering"  process,  that is,  Wellstone  Communities will engage
Wellstone Securities,  Inc. as a selling agent and also as manager of a "selling
group" of securities  broker-dealers for marketing to persons you suggest and to
their own  customers  and  prospects.  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.
<PAGE>
Wellstone Communities, Inc.                                    February 12, 2003
Direct Public Offering                                                    page 2


      (e)  Aftermarket  trading.  We have  considered  with you the  ability for
investors to buy and sell the shares,  since that will affect marketing  process
decisions.  Our  discussions so far have included  having shares that are freely
tradable through an "order-matching service" after the offering. We will further
review the alternatives with you and suggest a path.

      (f) Corporate preparation. There are issues have reviewed in order to have
Wellstone  Communities  in the  best  position  for  the  offering  and  for the
regulatory  filings that must  precede it. We  discussed  issues like whether to
qualify  as a  Real  Estate  Investment  Trust,  your  state  of  incorporation,
selecting a board of directors and officers and directors'  liability insurance.
There will be others as the business  prepares itself to be presented for public
shareownership.

      (g)  Selection  of the team.  We will go over the roles 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 insurmountable  obstacles for obtaining  clearance or
using exemptions, based upon our experience with other direct offerings. We will
advise you on each  exemption or filing method and  compliance  with all federal
and state requirements.  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  communications  media,  with  a  cost/benefit
analysis,  including  your  website,  others'  websites,  email,  your  customer
mailings and such potential media as print publications, 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 prospectus,  share purchase order,  the offering  announcement,
news release,  any graphic materials to accompany the offering document package,
your website and  electronic  delivery,  and all cover  messages  and  follow-up
communications.

      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 staff members  participating  in the
offering.

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Wellstone Communities, Inc.                                    February 12, 2003
Direct Public Offering                                                    page 3


      A  computer-based  system for  recording and tracking the offering will be
designed and  installed,  based upon your existing  information  systems and our
experience with other direct  offerings.  It will prompt each follow-up step and
prepare a complete  prospect history.  Upon completion of the offering,  it will
form the basis for a shareowner relations program.

      During  the  preparation   phase,   we  will  provide   guidance  on  what
communications can and cannot be made with respect to the proposed offering. For
all  phases of the  marketing  process,  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  shares as
practicable,  given  the size of  Wellstone  Communities  and the  amount of the
offering.

Implementation.  We will furnish  materials for all filings with the  applicable
federal and state  securities  regulators.  That will include  working with your
independent accountants and corporate counsel concerning their contributions. We
will be  responsible  for filing the  required  documents,  after they have been
approved and signed by representatives of Wellstone Communities. Any comments by
those regulators will be directed to us and we will prepare responses,  with any
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 may also recommend preparation
of information for  publication in certain  corporate  manuals,  which result in
extended clearance for trading in your shares.

      We will help you arrange for stock  transfer  services  from a  registered
transfer agent, as well as the aftermarket  mechanics.  We will provide guidance
in fulfilling your regular reporting  requirements and securities law compliance
program, including your investor relations function.

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Wellstone Communities, Inc.                                    February 12, 2003
Direct Public Offering                                                    page 4

Timing and Fees. The Preparation phase for the first offering is completed,  and
we expect to file with the SEC and state regulators as soon as audited financial
statements  are  available.  There is very little  control  over the  regulatory
processing time, but we would estimate eight to ten weeks for clearance with the
SEC and most of 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,
                                                  S/Drew Field   Gwendolyn Field

Agreed: Wellstone Communities Inc.

      By: S/John T. Ottinger
          ---------------------------
          John T. Ottinger, President