Exhibit 10.9




 




October 8, 2001




 




 




Mr. Ed Adams




Vice-Chairman




VirtualFund.com, Inc.




701 Xenia Ave S.




Golden Valley,

MN  55416-1029




 




Dear Mr. Adams:




 




I’m writing to outline

new terms of engagement, which supersede all prior terms, specifically

including those contained in our August 16, 2001 engagement letter.  This agreement is made between Financial

Drivers, Ltd., including its employees (DRIVERS) and VirtualFund.com, Inc.

(VFND).




 




 




Background




 




VFND currently has no

employees and is in the process of cleaning up the remaining obligations of it

prior activities.  As a publicly traded

company with a significant NOL carryforward, there is an obvious interest in

performing the day to day activities required to maintain its standing.




 




It is expected that Monte

Johnson, the current acting CEO will be leaving soon to pursue other

opportunities.  As such, the corporation

will need to name corporate officers as required by Minnesota law.




 




Additionally, the Board

is in the process of determining how to invest whatever cash might remain upon

the completion of its existing obligations, among its other duties.




 




 




Scope of Services, Expectations, and

Limitations




 




It is our understanding

that VFND has unresolved issues in the following areas:




 




>                 Legal Disputes




>                 Other Disputes




>                 Filings




>                 General Clean-up




>                 Daily Operations




>                 Future Matters




 





























 




It is our mutual

understanding that we will serve in the position of interim CEO.  VFND is unusual in that it has no ongoing

operations, limited continuity among past and present human resources, and

faces challenges in transitioning from its former business to its future

business.  For these reasons, it is

understood and expected that, while we will hold the title of CEO, many parties

including DRIVERS, VFND’s Board members, and outside service providers will

have significant involvement in, and influence over, executive decisions.




 




This agreement can be

terminated by DRIVERS at any time upon 10 days written notice.  This agreement can be terminated by VFND

upon 10 days written notice if all amounts due DRIVERS have been paid in

full.  The Indemnification provisions of

the next section will survive the termination of this agreement indefinitely.




 




Finally, it is important

that you understand that, although we have Certified Public Accountants on

staff, neither I nor DRIVERS will not be expressing any form of assurances on

the work performed.  In short, our work

will include no assurances from us and always be subject to the review and

approval of the Board of Directors.




 




 




Indemnification




 




VirtualFund.com, Inc. has

been fraught with problems stemming from troubled ventures into the e-commerce

industry and the activities of Mel Masters and the precipitous exit from the

e-commerce industry and the ouster of Mel Masters.  These problems have culminated in numerous claims,

counter-claims, disputes, and litigation.




 




As we would all agree,

DRIVERS has no interest in becoming a party to whatever bad feelings and feuds

might continue to exist.




 




Therefore, DRIVERS

requires that VFND and its Board of Directors agree to provide adequate

Director & Officer 




 




 




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insurance to protect

DRIVERS against any and all claims that arise now or in the future with respect

to its involvement with VFND.  Further,

VFND and its Board of Directors agrees to pay all costs related to DRIVERS’

defense of any claims made against it with respect to its involvement with

VFND.  And finally, VFND and its Board

of Directors agree to indemnify and hold DRIVERS harmless in the event DRIVERS

bears any financial loss resulting from claims made with respect to its

involvement with VFND.




 




 




 




 




Fees and Guarantees




 




Fees for the services of

Joe Pupel will be billed at $100 per hour. 

Fees for the services of all other DRIVERS personnel will be billed at

$85 per hour.   Additionally, you will

be billed for all out-of-pocket expenses. 

As this rate represents a significant reduction from our standard rates,

we require that you maintain a prepaid balance on account which totals

$6,000.  Additionally, you will be

billed weekly and all invoices are to be paid upon receipt.




 




DRIVERS expects the time

requirements to exceed 60 hours per month. 

DRIVERS must have the advance approval of VFND to incur chargeable time

in excess of 60 hours per calendar month. 

However, VFND will not withhold permission, and will pay DRIVERS for,

all time required to perform its services in accordance with minimum legal

requirements and standards of professionalism.




 




VFND guarantees minimum

payment for time incurred in October, November, and December of $6,000 per each

calendar month plus out-of-pocket expenses.




 




Please indicate your

acceptance of these terms by:




1.               signing, dating, and returning one copy

of this letter and




2.               providing a copy of the Board resolution

approving these terms.




 




 




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  Very truly yours,


  
	

   


  
	

  /s/ Joseph D. Pupel


  
	

  Joseph D. Pupel


  
	

   


  
	

   


  
	

  Accepted by:


  
	

   


  
	

  /s/ Ed Adams


  
	

  Ed Adams, Vice-Chairman


  
	

   


  





 




 




 




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