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                                                                 EXHIBIT 10.9(b)

[Logo of VirtualFund.com]

October 20, 1999

Board of Directors
VirtualFund.com, Inc.
7090 Shady Oak Rd.
Eden Prairie, MN 55344

Hand Delivered

Dear Steve Fisher:

We have been working to build shareholder value in VirtualFund.com and its
predecessors for 16 years. Through those years, there have many times where the
company became mired in issues beyond its control due to the sector's domination
by Hewlett Packard. Throughout our history, I have consistently tried to find
ways to extract our business from the relentless tractor beam of a $47 Billion
competitor. In doing so, I have made many personal sacrifices both physically,
by working more hours than most humans could tolerate without breaking, and
financially, by reinvesting my own resources back into the company again and
again.

Many of my projects, in spite of the best effort of our entire team, have
consistently generated new channels of revenue but failed to yield significant
opportunities to escape HP's undertow. When those endeavors have still left us
vulnerable, I have never faltered in my commitment to this company or its
shareholders. I have reinvested in this dream again and again in an effort to
beat the odds. I have tried to do everything within my power to prolong the hang
time, in order to give the company a chance to remake itself into a fast growth
business with a correspondingly large increase in shareholder value.

Through the years, I have sold assets and reinvested the proceeds, against the
advice of others and my rational conscience, in order to leverage VFND into a
better space with a better opportunity for long-term success. With my
contribution, I have thrust myself deep into personal financial difficulties.
However, I have always believed it would all be worthwhile once VirtualFund.com
identified a better product path with more growth potential.

In this latest mission to embrace the Internet, I have not had much support
inside or outside the company. Inside I was confronted with obstacles because of
lack of confidence from some stagnant staff, and outside I was ridiculed
regarding the idea that we would be able to become a leading player in the wired
economy of the Internet world. I was abandoned by my one time partner who still
owns considerably more stock in VFND than I. We both had choices to put money
back into the company from our stock proceeds. I did, and he did not.

During these maneuvers, I have had to borrow money from VFND in order to meet my
personal financial commitments, since I was in no position to sell stock. I have
provided use of personal assets, which I thought would be beneficial to the
business objectives of VFND. While I have charged the company for the use of
those assets, in many instances, the true carrying costs and operating expenses
of those assets have not always been covered by the reimbursements. Upon
creating a newfound success, I have always felt we would settle up on these
issues later.

With the pending launch of B2B Xchange, Inc. B2BX network, Inc. and the parent
B2BX Corporation, "later" has finally arrived after 16 years.

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Shortly, the VFND Board should be meeting to vote on the divesture of the DGBU
from VFND, taking on minority partners in B2BX Corporation, and, perhaps,
consummating a private equity placement in VFND. It is my expectation that these
equity injections will put VFND and B2BX Corporation on the radar screen of
every Internet publication, on-line newsletter, and Wall Street analyst
interested in the wired economy.

Prior to the arrival of these new participants, I want to address the subject
of my employment contract and my compensation package. Please be aware that have
waited until I am certain we are on the path of truly creating a major success.
The next year will be phenomenal for VFND and B2BX Corp. As such, I wish to
package a large part of my compensation going forward as warrants in VFND and
B2BX.

I respectfully request the Board of Directors of VFND approve the principal
contract terms listed herein:

Employment Contract

Execution of a new Employment Contract for Mel Masters as Chief Executive
Officer of VirtualFund.com, 5 Year Term with "no cut" provisions and annual
evergreen clause, which automatically extends for 1 year on each anniversary for
10 successive anniversaries. In the event of an untimely death, all time served
shall be calculated and the appropriate payments shall be made for the pro-rata
period served, if not a full year.

CEO of VFND           $175,000 continued as annual rate for the balance of 1999
Per Calendar Year     $400,000 beginning calendar year 2000
Minimum Base Salary   $500,000 beginning calendar year 2001
                      $600,000 beginning calendar year 2002 and beyond,
                      except as increased by VFND Board

Warrants:

As CEO of VFND, Mel Masters shall be granted additional Warrants in VFND -- 1.0
Million Convertible Warrants to purchase VFND shares at $2.00 per share and an
exercise period of 10 years with full piggyback registration rights for a total
of 10 years and 6 months. By grant, these VFND Warrants are convertible on a 1:1
basis to B2BX Corporation Warrants with a $.25 strike price. This right to
convert from VFND to B2BX Warrants is executable in any of three transactions at
any time from the time of this grant until 1 year after the B2BX Initial
Public Offering date. Mel Masters may convert up to 100% of these VFND
Convertible Warrants to B2BX Warrants at his sole discretion, or that of his
authorized designee.

As CEO of VFND and principal leader of the B2BX project team, Mel Masters shall
be immediately awarded 1.0 Million additional Warrants to purchase B2BX
Corporation shares with a $.25 strike price and an exercise period of 10 years.
These warrants shall carry full piggyback registration rights for a total of 10
years and 6 months.


Bonus Compensation:

VFND shall immediately waive all current and future interest accruals relating
to the outstanding current debt obligations of Mel Masters to VirtualFund.com,
Inc. Total interest accruals are $79,003.25 through October 31, 1999.

The principal balance of all debt obligations payable from Mel Masters to
VirtualFund.com, Inc. in an amount of $983,726.00, shall be divided into three
equal amounts and bonused to Mel Masters over three consecutive years starting
December 2000, providing the $2.25 million Note obligation to the principals of
Team Technologies, Inc. has been fulfilled. Should this Team Note still be
outstanding on December 31st of 2000, this initial bonus credit shall be delayed
only until such time as the Team Note obligation has been met by VFND and
thereafter the bonus credit schedule shall be returned to its original
timetable. After the retirement of the principal obligations listed in this
Bonus Section have been fulfilled, the Board of Directors agrees to continue to
provide ongoing Bonus Compensation commensurate with performance of the CEO and
with a perspective drawn from the performance of the shares of VFND and B2BX
from a starting point of this day, October 20, 1999.
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After the Team Note obligation has been met, VFND shall reimburse all interest
and penalties charged by the Internal Revenue Service to Mel Masters during
1995, 1996, 1997, 1998 and 1999. The amount of $320,847.27 shall be paid to Mel
Masters within 180 days of the retirement of the Term Note obligation.

Expense Reimbursement:

VFND shall furnish full expense reimbursement to Mel Masters for all meals and
other gatherings where the business of VFND, or its investments, is discussed.
Corporate reimbursement for travel, accommodations, and other expenditures shall
be commensurate with the treatment high level executives receive when
conducting far-reaching and strategic business transactions on behalf of their
public shareholders.

VFND shall pay for, or reimburse, Mel Masters for all expenses for himself, his
traveling assistant and any other member of his travel team he deems necessary
for the successful completion of the corporate objectives of VFND or its
affiliates.

Transportation:

VFUND shall furnish Mr. Masters with a courtesy vehicle to facilitate business
excursions for out of town executive guests whom Mr. Masters, as CEO, often
hosts. A vehicle which can load up to 7 passengers and any necessary baggage
shall be renewed every two years.

Non Compete:

The Employment Contract shall include a two-year non-compete for any area of
activity which directly maps on top of market space held by VFND, or its
investments, in which Mr. Masters has direct involvement. During the period of
non-competition, VFND shall continue to pay Mr. Masters both base and bonus
compensation amounts as describe herein and as may be further detailed in his
employment contract.

I want to thank you for this opportunity to be of continuing service to
VirtualFund.com, Inc. and its shareholders.

Sincerely,

/s/ Mel Masters

Mel Masters
Chief Executive Officer
VirtualFund.com, Inc.