Exhibit 10.9

 

October 8, 2001

 

 

Mr. Ed Adams

Vice-Chairman

VirtualFund.com, Inc.

701 Xenia Ave S.

Golden Valley,MN  55416-1029

 

Dear Mr. Adams:

 

I’m writing to outlinenew terms of engagement, which supersede all prior terms, specificallyincluding those contained in our August 16, 2001 engagement letter.  This agreement is made between FinancialDrivers, Ltd., including its employees (DRIVERS) and VirtualFund.com, Inc.(VFND).

 

 

**Background**

 

VFND currently has noemployees and is in the process of cleaning up the remaining obligations of itprior activities.  As a publicly tradedcompany with a significant NOL carryforward, there is an obvious interest inperforming the day to day activities required to maintain its standing.

 

It is expected that MonteJohnson, the current acting CEO will be leaving soon to pursue otheropportunities.  As such, the corporationwill need to name corporate officers as required by Minnesota law.

 

Additionally, the Boardis in the process of determining how to invest whatever cash might remain uponthe completion of its existing obligations, among its other duties.

 

 

## **Scope of Services, Expectations, andLimitations**

 

It is our understandingthat VFND has unresolved issues in the following areas:

 

>                 Legal Disputes

>                 Other Disputes

>                 Filings

>                 General Clean-up

>                 Daily Operations

>                 Future Matters

 

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It is our mutualunderstanding that we will serve in the position of interim CEO.  VFND is unusual in that it has no ongoingoperations, limited continuity among past and present human resources, andfaces challenges in transitioning from its former business to its futurebusiness.  For these reasons, it isunderstood and expected that, while we will hold the title of CEO, many partiesincluding DRIVERS, VFND’s Board members, and outside service providers willhave significant involvement in, and influence over, executive decisions.

 

This agreement can beterminated by DRIVERS at any time upon 10 days written notice.  This agreement can be terminated by VFNDupon 10 days written notice if all amounts due DRIVERS have been paid infull.  The Indemnification provisions ofthe next section will survive the termination of this agreement indefinitely.

 

Finally, it is importantthat you understand that, although we have Certified Public Accountants onstaff, neither I nor DRIVERS will not be expressing any form of assurances onthe work performed.  In short, our workwill include no assurances from us and always be subject to the review andapproval of the Board of Directors.

 

 

**Indemnification**

 

VirtualFund.com, Inc. hasbeen fraught with problems stemming from troubled ventures into the e-commerceindustry and the activities of Mel Masters and the precipitous exit from thee-commerce industry and the ouster of Mel Masters.  These problems have culminated in numerous claims,counter-claims, disputes, and litigation.

 

As we would all agree,DRIVERS has no interest in becoming a party to whatever bad feelings and feudsmight continue to exist.

 

Therefore, DRIVERSrequires that VFND and its Board of Directors agree to provide adequateDirector & Officer 

 

 

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insurance to protectDRIVERS against any and all claims that arise now or in the future with respectto its involvement with VFND.  Further,VFND and its Board of Directors agrees to pay all costs related to DRIVERS’defense of any claims made against it with respect to its involvement withVFND.  And finally, VFND and its Boardof Directors agree to indemnify and hold DRIVERS harmless in the event DRIVERSbears any financial loss resulting from claims made with respect to itsinvolvement with VFND.

 

 

 

 

**Fees and Guarantees**

 

Fees for the services ofJoe Pupel will be billed at $100 per hour. Fees for the services of all other DRIVERS personnel will be billed at$85 per hour.   Additionally, you willbe billed for all out-of-pocket expenses. As this rate represents a significant reduction from our standard rates,we require that you maintain a prepaid balance on account which totals$6,000.  Additionally, you will bebilled weekly and all invoices are to be paid upon receipt.

 

DRIVERS expects the timerequirements to exceed 60 hours per month. DRIVERS must have the advance approval of VFND to incur chargeable timein excess of 60 hours per calendar month. However, VFND will not withhold permission, and will pay DRIVERS for,all time required to perform its services in accordance with minimum legalrequirements and standards of professionalism.

 

VFND guarantees minimumpayment for time incurred in October, November, and December of $6,000 per eachcalendar month plus out-of-pocket expenses.

 

Please indicate youracceptance of these terms by:

1.               signing, dating, and returning one copyof this letter and

2.               providing a copy of the Board resolutionapproving these terms.

 

 

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| Very truly yours,       |
|-------------------------|
|                    |
| /s/ Joseph D. Pupel     |
| Joseph D. Pupel         |
|                    |
|                    |
| Accepted by:            |
|                    |
| /s/ Ed Adams            |
| Ed Adams, Vice-Chairman |
|                    |

 

 

 

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