Exhibit 10.20


                                        March 8, 2004


Bidville, Inc.
601 Cleveland Street, Suite 120
Clearwater, Fl 33755


Attention: Mr. Gerald Parker
           Chairman of the Board


Dear Mr. Parker,


     You have advised us that Bidville,  Inc. (the "Company")  desires to retain
Empire Financial Group, Inc.  ("EFGI") as it's financial and investment  banking
advisor in connection with the identification,  evaluation and introduction into
the various forms of private or public debt or equity capital. (Referred to as a
"Strategic Transaction.") This letter, when executed by the parties hereto, will
constitute  an  agreement  between the  Company  and EFGI  pursuant to which the
Company  agrees to retain  EFGI and EFGI  agrees to be  retained  by the Company
under the terms and conditions set forth below.

     1. The Company hereby retains EFGI to perform  consulting  services related
to corporate  finance and other  financial  matters in connection with Strategic
Transactions, and EFGI hereby accepts such retention. In this regard, subject to
the terms set  forth  below,  EFGI  shall  furnish  to the  Company  advice  and
recommendations  with respect to such aspects of the business and affairs of the
Company  as the  Company  shall,  from  time to time,  reasonably  request  upon
reasonable notice. The Company hereby agrees to refer all Strategic Transactions
considered by the Company during the term hereof to EFGI and to pay EFGI for all
such  transactions in accordance with this  Agreement.  In addition,  EFGI shall
hold itself ready to assist the Company in evaluating and negotiating particular
contracts or transactions other than Strategic Transactions,  if requested to do
so by the Company,  upon reasonable notice for compensation to be agreed upon by
the Company and EFGI.

     2.(a) As  compensation  for the general  consulting  services  described in
paragraph 1 above to be performed during the term of this agreement, the Company
shall pay to EFGI an engagement  fee of $25,000  payable upon  execution of this
agreement  and $10,000 per month  payable in advance  starting  April 1 2004 and
each of the  next 11  months  thereafter.  EFGI  shall be paid  such  additional
compensation in connection with Strategic  Transactions as otherwise provided in
this  Agreement.  In addition to its  compensation  hereunder,  the Company will
reimburse  EFGI  for any and all  reasonable  expenses  incurred  by EFGI in the
performance of its duties hereunder, and EFGI shall account for such expenses to
the  Company;  provided,  however,  that any single  expense in excess of $2,500
shall require the prior written approval of the

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Company,  which will not be  unreasonably  withheld.  Such  reimbursement  shall
accumulate  and be paid monthly.  Nothing  contained  herein shall prohibit EFGI
from receiving any additional  compensation  under  paragraphs 3 and 4 herein or
otherwise.

     (b)Concurrent with the execution of this agreement,  the Company shall sell
to EFGI (or its  designated  affiliates)  common stock  purchase  warrants  (the
"Warrants"),  at a price of $.001 per  warrant,  to purchase  200,000  shares of
Common Stock.  Such  warrants will expire five years after  issuance and will be
exercisable  at $ 3.00 per share.  The  Warrants may be exercised as to all or a
lesser  number of shares and will contain  provisions  for  registration  of the
resale of the underlying shares at the Company's expense,  cashless exercise and
for  adjustment  in the number of such shares and the exercise  price to prevent
dilution.

     3. In  addition,  EFGI shall  hold  itself  ready to assist the  Company in
evaluating and negotiating particular contracts or transactions, if requested to
do  so  by  the  Company,  upon  reasonable  notice,  and  will  undertake  such
evaluations  and  negotiations  upon prior  written  agreement as to  additional
compensation to be paid by the Company to EFGI with respect to such  evaluations
and  negotiations.  Nothing  herein shall require the Company to utilize  EFGI's
services  in  any  particular   transactions   nor  shall  limit  the  Company's
obligations arising under any other agreement or understanding.

     4. The Company and EFGI further  acknowledge and agree that EFGI may act as
a finder,  investment  banker  or  financial  consultant  in  various  Strategic
Transactions  in which the Company may be involved.  The Company  hereby  agrees
that in the event a Strategic Transaction, other than Financing, is consummated,
the  Company  shall  pay to EFGI a fee  (the  "Transaction  Fee")  equal  to the
aggregate  of five  percent  of the  amount  of the  consideration  paid in such
transaction  up to $2 million of  consideration,  four  percent of the amount of
such  consideration  above  $2,000,000  up to $4 million,  three  percent of the
amount of such consideration  above $4,000,000 up to $6 million,  two percent of
the amount of such consideration  amount above $6,000,000 up to $8 million,  and
one  percent  of  the  amount  of  such  consideration  over  $ 8  million.  The
Transaction Fee shall be paid in cash at the closing of the transaction to which
it relates,  and shall be payable whether or not the transaction involves stock,
or a combination of stock and cash, or is made on the installment sale basis. In
addition,  if the Company  shall,  within 12 months  immediately  following  the
termination  of  this  Agreement,   consummate  a  transaction  with  any  party
introduced by EFGI to the Company prior to such  termination,  or with any party
which was a party to a transaction or  prospective  transaction as to which EFGI
rendered  services  under  this  Agreement,  the  Company  shall  pay to  EFGI a
Transaction Fee with respect to such  transaction  calculated in accordance with
this paragraph.

     In the event that the Company agrees to enter into a Financing, the Company
will pay EFGI a cash fee at the  closing  of the  Financing  in an  amount to be
agreed upon by the parties  hereto prior to such closing,  which fee will not be
less  favorable  to EFGI  than  is  customary  in the  marketplace  for  similar
Financing.  In the event the parties  cannot agree on such fee, the fee shall be
10% of the gross proceeds of such financing.

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     For  purposes  hereof,  "Consideration"  shall  mean the value of all cash,
securities  and other  property  or other  assets  paid,  received,  payable  or
receivable,  including debt assumed, in connection with a Strategic Transaction,
including,  without  limitation:  (a) any distributions  made to shareholders in
anticipation  of the  closing;  (b)  any  employment  contract  enhancements  or
non-competition  payments  (other than  ordinary and customary  compensation  in
connection with bona fide employment agreements); (c) any payments in connection
with any separate  transactions  affecting another business entity or any of its
assets  or  securities  (e.g.,  purchase  or lease of any real  estate  or other
assets,  but in the case of a lease,  Consideration  shall  include only sums in
excess of current rentals paid to unrelated or unaffiliated third parties);  (d)
any indebtedness for money borrowed, including receivables,  pension liabilities
and guarantees,  which are assumed; and (e) other business considerations (e.g.,
business discounts and/or credits for services and/or products). For purposes of
determining Consideration,  the value of any securities (whether debt or equity)
shall be deemed to be the greater of: (i) the fair  market  value  thereof as of
the day the definitive agreement is executed by all parties; or (ii) the average
of the  last  reported  sales  prices  of the  securities  on  the  twenty  (20)
consecutive business days prior to the consummation of the Strategic Transaction
as reported on the  principal  exchange on which the security is listed,  or, as
the case may be, the NASDAQ National  Market System;  provided that the value of
securities  that are not freely  tradable or have no  established  public market
shall be the fair market value thereof as reasonably  agreed-upon by the parties
hereto.  If any part of the  Consideration  shall be deferred or contingent upon
future  earnings  or other  contingencies,  then  EFGI  shall be  entitled  to a
Transaction Fee on such  additional  Consideration,  and the term  Consideration
shall include such additional  compensation  which shall be payable on the basis
of  the  payment  when  made  by  the  payor.   The  Transaction  Fee  for  such
Consideration  paid or  received  in the  future  shall  be  payable  when  such
Consideration  is paid and shall be  calculated  using the  formula set forth in
Section B (3) by adding this subsequent Consideration to all other Consideration
previously paid.

     5. All  obligations  of EFGI  contained  herein  shall be subject to EFGI's
reasonable  availability  for such  performance,  in view of the  nature  of the
requested service and the amount of notice received. EFGI shall devote such time
and effort to the performance of its duties hereunder as EFGI shall determine is
reasonably necessary for such performance. EFGI may look to such others for such
factual  information,   investment   recommendations,   economic  advice  and/or
research,  upon which to base its advice to the Company  hereunder,  as it shall
deem appropriate.  the Company shall furnish to EFGI all information  reasonably
relevant to the performance by EFGI of its obligations under this Agreement,  or
particular  projects  as to which EFGI is acting as  advisor,  which will permit
EFGI to know all facts  material to the advice to be rendered,  and all material
or information reasonably requested by EFGI. In the event that the Company fails
or refuses to furnish any such material or information  reasonably  requested by
EFGI, and thus prevents or impedes EFGI's performance  hereunder,  any inability
of EFGI to perform shall not be a breach of its obligations hereunder.

     6. Nothing contained in this Agreement shall limit or restrict the right of
EFGI or of any  partner,  employee,  agent or  representative  of EFGI,  to be a
partner,  director,  officer, employee, agent or representative of, or to engage
in,  any other  business,  whether of a similar  nature or not,  nor to limit or
restrict  the  right  of EFGI  to  render  services  of any  kind  to any  other
corporation, firm, individual or association.


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     7. (a) EFGI will hold in confidence any confidential  information which the
Company  provides to EFGI  pursuant to this  Agreement  unless the Company gives
EFGI  permission  in writing to  disclose  such  confidential  information  to a
specific third party.  Notwithstanding the foregoing, EFGI shall not be required
to maintain  confidentiality with respect to information (i) which is or becomes
part of the public domain;  (ii) of which it had independent  knowledge prior to
disclosure;  (iii)  which  comes into the  possession  of EFGI in the normal and
routine course of its own business from and through independent non-confidential
sources;  or (iv) which is  required  to be  disclosed  by EFGI by  governmental
requirements.   If  EFGI  is   requested   or  required   (by  oral   questions,
interrogatories,   requests  for  information  or  document   subpoenas,   civil
investigative   demands,  or  similar  process)  to  disclose  any  confidential
information   supplied  to  it  by  the  Company,  or  the  existence  of  other
negotiations   in  the  course  of  its   dealings   with  the  Company  or  its
representatives,  EFGI shall,  unless  prohibited  by law,  promptly  notify the
Company  of such  request(s)  so  that  the  Company  may  seek  an  appropriate
protective order.

     (b) "Confidential  Information" shall mean the information described at the
end of this Agreement,  which is disclosed to EFGI by the Company in any manner,
whether orally,  visually or in tangible form  (including,  without  limitation,
documents, devices and computer readable media) and all copies thereof. Tangible
materials that disclose or embody  Confidential  Information  shall be marked by
the  Company as  "Confidential,"  "Proprietary"  or the  substantial  equivalent
thereof.  Confidential Information that is disclosed orally or visually shall be
identified by the Company as  confidential at the time of disclosure and reduced
to  a  written  summary  by  the  Company,   who  shall  mark  such  summary  as
"Confidential,"  "Proprietary" or the substantial equivalent thereof and deliver
it to EFGI within ten (10) days following the disclosure.

     8. The  Company  agrees  that,  for a period of three  years  from the date
hereof,  it  shall  not  solicit  any  offer to buy from or offer to sell to any
person introduced to the Company by EFGI, directly or indirectly, any securities
of the Company or of any other entity, or provide the name of any such person to
any  other  securities  broker  or dealer or  selling  agent  provided  that the
foregoing shall not apply to any registered  underwritten public offering of the
Company's  securities.  In the event that the Company or any of its  affiliates,
directly or  indirectly,  solicits,  offers to buy from or offers to sell to any
such person any such securities,  or provides the name of any such person to any
other  securities  broker or dealer or selling agent,  and such person purchases
such  securities or purchases  securities  from any other  securities  broker or
dealer or selling agent, the Company shall pay to EFGI an amount equal to 10% of
the aggregate purchase price of the securities so purchased by such person.

     9. The Company  agrees to indemnify and hold harmless  EFGI,  its officers,
directors,  partners,  employees,  agents, and counsel, and each person, if any,
who controls  EFGI within the meaning of Section l5 of the Act or Section  20(a)
of the Securities Exchange Act of l934, as amended (the "Exchange Act"), against
any and all losses, claims, damages, obligations,  penalties, judgments, awards,
liabilities,  costs, expenses and disbursements (and any and all actions, suits,
proceedings  and  investigations  in respect  thereof  and any and all legal and
other  costs,  expenses and  disbursements  in giving  testimony  or  furnishing
documents  in  response  to  a  subpoena  or  otherwise),   including,   without

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limitation,  the costs,  expenses and  disbursements,  as and when incurred,  of
investigating,  preparing or  defending  any such action,  suit,  proceeding  or
investigation  (whether or not in connection  with litigation in which EFGI is a
party), directly or indirectly,  caused by, relating to, based upon, arising out
of, or in  connection  with EFGI's  acting for the Company,  including,  without
limitation,  any act or omission by EFGI in connection with its acceptance of or
the performance or non-performance  of its obligations under the Agreement.  The
Company also agrees that EFGI shall not have any  liability  (whether  direct or
indirect,  in contract or tort or otherwise) to the Company for or in connection
with the engagement of EFGI, (i) except as provided below with respect to EFGI's
obligations  to  indemnify  to the  Company;  and (ii)  where such loss has been
judicially  determined  to be solely due to EFGI's gross  negligence  or willful
misconduct.

     These  indemnification  provisions  shall be in addition  to any  liability
which the Company may otherwise have to EFGI or the persons indemnified below in
this sentence and shall extend to the following:  EFGI, its affiliated entities,
partners,  employees,  legal counsel, agents and controlling persons (within the
meaning of the federal securities laws), and the officers, directors, employees,
legal counsel,  agents and controlling persons of any of them. All references to
EFGI in these indemnification  provisions shall be understood to include any and
all of the foregoing.

     If any action, suit, proceeding or investigation is commenced,  as to which
EFGI  proposes  to demand  indemnification,  it shall  notify the  Company  with
reasonable promptness (provided, however, that any failure by EFGI to notify the
Company shall not relieve the Company from its obligations  hereunder),  and the
Company  shall have the right to assume the defense of such  action.  EFGI shall
have the right to retain counsel of its own choice to represent it, but the fees
and expenses of such counsel  shall be at its expense  unless the  employment of
such counsel shall have been  authorized in writing by the Company in connection
with the defense of such action or the Company shall not have promptly  employed
counsel  reasonably  satisfactory  to EFGI to have charge of the defense of such
action or EFGI shall  have  reasonably  concluded  that there may be one or more
legal  defenses  available to it which are different from or additional to those
available to the Company, in any of which events such fees and expenses shall be
borne by the Company.  Any such counsel of EFGI shall, to the extent  consistent
with its  professional  responsibilities,  cooperate  with the  Company  and any
counsel  designated  by the  Company.  the  Company  shall  be  liable  for  any
settlement of any claim against EFGI made with the  Company's  written  consent,
which consent shall not be unreasonably withheld. the Company shall not, without
the prior written  consent of EFGI,  settle or compromise any claim, or permit a
default or consent to the entry of any judgment in respect thereof,  unless such
settlement, compromise or consent includes, as a unconditional term thereof, the
giving by the claimant to EFGI of an unconditional release from all liability in
respect of such claim.

     In order to provide  for just and  equitable  contribution,  if a claim for
indemnification  pursuant to these indemnification  provisions is made but it is
found in a final judgment by a court of competent  jurisdiction  (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express  provisions hereof provide for  indemnification in such case,
then the Company, on the one hand, and EFGI, on the other hand, shall contribute

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to the losses,  claims,  damages,  obligations,  penalties,  judgments,  awards,
liabilities,  costs, expenses and disbursements to which the indemnified persons
may be subject in accordance with the relative benefits received by the Company,
on the one hand,  EFGI,  on the other hand,  and also the relative  fault of the
Company,  on the one hand,  and EFGI, on the other hand, in connection  with the
statements,  acts or omissions which resulted in such losses,  claims,  damages,
obligations,  penalties,  judgments,  awards,  liabilities,  costs,  expenses or
disbursements  and  the  relevant   equitable   considerations   shall  also  be
considered.  No person found liable for a fraudulent  misrepresentation shall be
entitled to  contribution  from any person who is not also found liable for such
fraudulent misrepresentation.  Notwithstanding the foregoing, EFGI, shall not be
obligated to  contribute  any amount  hereunder  that exceeds the amount of fees
previously received by EFGI pursuant to the Agreement.

     Neither  termination  nor  completion of the engagement of EFGI referred to
above shall affect these indemnification provisions which shall remain operative
and in full force and effect and this paragraph shall survive the termination of
this Agreement. The Company further agrees that EFGI shall incur no liability to
the  Company or any other  party on account  of this  Agreement  for any acts or
omissions  arising  out of or related to the  actions of EFGI  relating  to this
Agreement  or the  performance  or failure to perform  any  services  under this
Agreement except for EFGI's intentional or willful misconduct.

     10. This Agreement may not be transferred,  assigned or delegated by any of
the parties hereto without the prior written consent of the other party hereto.

     11. The failure or neglect of the parties  hereto to insist,  in any one or
more instances, upon the strict performance of any of the terms or conditions of
this  Agreement,  or their waiver of strict  performance  of any of the terms or
conditions  of  this   Agreement,   shall  not  be  construed  as  a  waiver  or
relinquishment  in the  future of such  term or  condition,  but the same  shall
continue in full force and effect.

     12. This  Agreement is for a term of 12 months and may not be terminated by
the Company.  This Agreement may be terminated by EFGI at any time upon 30 days'
notice.  Paragraphs 4, 7, 8 and 9 shall survive the expiration or termination of
this Agreement under all circumstances.

     13. Any notices hereunder shall be sent to the Company and to EFGI at their
respective addresses set forth above. Any notice shall be given by registered or
certified  mail,  postage  prepaid,  and shall be deemed to have been given when
deposited  in the United  States  mail.  Either  party may  designate  any other
address to which notice shall be given, by giving written notice to the other of
such change of address in the manner herein provided.

     14.  This  Agreement  has been  made in the State of  Florida  and shall be
construed and governed in accordance with the laws thereof without giving effect
to principles governing conflicts of law.

     15. This Agreement  contains the entire agreement between the parties,  may
not be altered  or  modified,  except in  writing  and signed by the party to be
charged  thereby,  and  supersedes any and all previous  agreements  between the
parties relating to the subject matter hereof.

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