Exhibit 10.20




 




VIRTUALFUND.COMTM




YOUR  VENTURE

RESOURCE COMPANY




 




 




 




August 23, 1999




 




 




 




Tim Duoos




6412 Lyndale Avenue South




Richfield, MN  55423




 




Dear Tim:




 




I am very pleased to be able to offer you the

opportunity to join the Board of Directors of VirtualFund.com, Inc.




 




I believe your participation will give us a

significant boost in our efforts to retool the company as the first step in

building a world class “E-Team”.  We are

totally committed to searching out the best minds in pursuit of our strategy to

diversify and embrace the Information Technology (IT) market opportunity.




 




As coined by Walt Disney, we are looking for

a select few who can “Think, Believe, Dream and Dare”.




 




As consideration for your participation on

our Board, we are prepared to enter into a simple consulting agreement related

specifically to guiding us in developing financing tactics for our IT

acquisition program.  This consultancy

fee shall be in lieu of Director’s fees and in an amount of not less than

$36,000 per year.  In addition, we are

prepared to grant 12,500 options per year, with a strike price of $1.65 per

share, vesting annually on the anniversary for the next eight years of service

on our Board.  If you continue to serve

for the full eight year vesting period, you would earn the entire 100,000 share

grant at the original $1.65 strike price.




 




We plan to convene two times per year in

person and probably another two times per year by telephone as a formal

group.  In addition to that, I will

probably chase you on the phone once or twice per quarter just to bend your ear

or have you bend mine.




 




We have a Compensation Committee, Audit

Committee and a Stock Option Committee. 

We ask that you participate as an outside director in the Audit

Committee and, of course, any others that may hold particular interest.




 




 





























 




We sincerely hope that you will find our

offer worthwhile.  We are looking

forward to your being able to share in the financial rewards of our next phase

of growth.  I know you will be able to

stimulate our troops as a key contributor to our developing world class E-Team.




 




If this offer is acceptable, please provide

your signature and return one copy.




 




 




 




Sincerely,




 




/s/ Mel Masters




 




 




Mel Masters




CEO, VirtualFund.com, Inc.




 




 




 




Accepted By:




 




 




	

  /s/ Tim Duoos


  
	

  Tim Duoos


  
	

   


  
	

  8/23/99


  
	

  Date


  





 




 





























 




VIRTUALFUND.COMTM




YOUR  VENTURE

RESOURCE COMPANY




 




November 30, 1999




 




Mr. Tim Duoos




Lyndale Gardens




6412 Lyndale Avenue South




Richfield, MN  55423




 




Dear Tim:




 




Per our discussions regarding the difficult

and stressful period in which VFND now finds itself, the company shall make the

following adjustments to the financial commitments we have made to you as a

Director and Consultant:




 




1.               We shall

accelerate the VFND option vesting period, which was previously eight (8)

years, to a four (4) year period from your starting date as a Director.  Your strike price shall not change.




 




2.               With respect to

your $36,000 annual consultancy fee, we will modify this component by granting

warrants to purchase common stock in VFND at $2.00 per share which can be funded

exclusively by waiving the annual consulting fee of $36,000 at the end of each

year of service. Accordingly, the grant of warrants will be for 72,000 shares

at $2.00 each which will be only available for purchase at the rate of 9,000

warrants per six (6) months of service for each of the next four (4) years.




 




Additionally

we believe that B2BXchange.com, Inc., our wholly owned subsidiary, will be in a

position in the coming year to seek independent financing and potentially move

to the IPO stage.  As a participate in

this exciting development, we will grant an additional 100,000 options in

B2BXchange.com, Inc., which shall vest over the next four (4) years (25,000 per

year) and carry a strike price of $.25.




 




Under separate cover we

shall detail restrictions on options in B2BXchange.com, Inc., which will

include the same limitations and restrictions as the yet to be adopted Employee

Option Plan.  The B2BXchange.com, Inc.,

grant requires that these options shall be valid and exercisable after the

underwriter holdback period, which follows a successful IPO.




 




 





























 




We sincerely appreciate your

continued participation and valuable contributions during these trying

times.  We will deliver additional

documentation on all options and warrants shortly.




 




Sincerely,




 




	

  /s/ Mel Masters


  	

   


  	

   


  	

   


  	

   


  
	

  Mel Masters


  	

   


  	

  Accepted

  by:


  	

   


  	

  /s/ Tim Duoos


  
	

  CEO, VirtualFund.com, Inc.


  	

   


  	

   


  	

   


  	

  November 30, 1999