**Exhibit 10.21**

 

 

**V****IRTUAL****F****UND.COM****TM**

**YOUR****VENTURE RESOURCE COMPANY**

 

 

 

 

September10, 1999

 

 

 

EdAdams

JohnAdams Financial

175Westwood, Suite 1000

Wayzata,MN  55341

 

DearEd:

 

Iam very pleased to be able to offer you the opportunity to join the Board of Directorsof VirtualFund.com, Inc.

 

Ibelieve your participation will give us a significant boost in our efforts toretool the company as the first step in building a world class “E-Team”.  We are totally committed to searching outthe best minds in pursuit of our strategy to diversify and embrace theInformation Technology (IT) market opportunity.

 

Ascoined by Walt Disney, we are looking for a select few who can “Think, Believe,Dream and Dare”.

 

Asconsideration for your participation on our Board, we are prepared to enterinto a simple consulting agreement related specifically to guiding us indeveloping financing tactics for our IT acquisition program.  This consultancy fee shall be in lieu ofDirector’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 forthe next eight years of service on our Board. If you continue to serve for the full eight year vesting period, youwould earn the entire 100,000 share grant at the original $1.65 strike price.

 

Weplan to convene two times per year in person and probably another two times peryear by telephone as a formal group.  Inaddition to that, I will probably chase you on the phone once or twice perquarter just to bend your ear or have you bend mine.

 

Wehave a Compensation Committee, Audit Committee and a Stock OptionCommittee.  We ask that you participateas an outside director in the Audit Committee and the Litigation Committee.

 

Wesincerely hope that you will find our offer worthwhile.  We are looking forward to your being able toshare in the financial rewards of our next phase of growth.  I know you will be able to stimulate ourtroops as a key contributor to our developing world class E-Team.

 

 

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Ifthis 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***     |

 

 

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**V****IRTUAL****F****UND.COM**TM

**YOUR****VENTURE RESOURCE COMPANY**

 

November30, 1999

 

EdAdams

JohnAdams Financial

175Westwood, Suite 1000

Wayzata,MN  55341

 

DearEd:

 

Perour discussions regarding the difficult and stressful period in which VFND nowfinds itself, the company shall make the following adjustments to the financialcommitments we have made to you as a Director and Consultant:

 

1.               We shall accelerate the VFND optionvesting period, which was previously eight (8) years, to a four (4) year periodfrom your starting date as a Director. Your strike price shall not change.

 

2.               With respect to your $36,000 annualconsultancy fee, we will modify this component by granting warrants to purchasecommon stock in VFND at $2.00 per share which can be funded exclusively bywaiving the annual consulting fee of $36,000 at the end of each year ofservice. Accordingly, the grant of warrants will be for 72,000 shares at $2.00each which will be only available for purchase at the rate of 9,000 warrantsper 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 toseek 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., whichshall vest over the next four (4) years (25,000 per year) and carry a strikeprice of $.25.

 

Under separate cover we shall detail restrictions on options inB2BXchange.com, Inc., which will include the same limitations and restrictionsas the yet to be adopted Employee Option Plan. The B2BXchange.com, Inc., grant requires that these options shall bevalid and exercisable after the underwriter holdback period, which follows a successfulIPO.

 

We sincerely appreciate your continued participation and valuablecontributions during these trying times. We will deliver additional documentation on all options and warrantsshortly.

 

Sincerely,

 

 
| /s/ Mel Masters             |   |         |   |              |
|-----------------------------|--------|--------------|--------|-------------------|
| Mel Masters                 |   | Accepted by: |   | /s/ Ed Adams      |
| CEO, VirtualFund.com,  Inc. |   |         |   | November 30, 1999 |

 

 

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