Exhibit 10.21




 




 




VIRTUALFUND.COMTM




YOUR  VENTURE RESOURCE COMPANY




 




 




 




 




September

10, 1999




 




 




 




Ed

Adams




John

Adams Financial




175

Westwood, Suite 1000




Wayzata,

MN  55341




 




Dear

Ed:




 




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 $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 the Litigation Committee.




 




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/ Ed Adams


  
	

  Ed Adams


  
	

   


  
	

  9/10/99


  
	

  Date


  





 




 





























 




VIRTUALFUND.COMTM




YOUR  VENTURE RESOURCE COMPANY




 




November

30, 1999




 




Ed

Adams




John

Adams Financial




175

Westwood, Suite 1000




Wayzata,

MN  55341




 




Dear

Ed:




 




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/ Ed Adams


  
	

  CEO, VirtualFund.com,

  Inc.


  	

   


  	

   


  	

   


  	

  November 30, 1999