**Exhibit 10.20**

 

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

**YOUR****VENTURERESOURCE COMPANY**

 

 

 

August 23, 1999

 

 

 

Tim Duoos

6412 Lyndale Avenue South

Richfield, MN  55423

 

Dear Tim:

 

I am very pleased to be able to offer you theopportunity to join the Board of Directors of VirtualFund.com, Inc.

 

I believe your participation will give us asignificant boost in our efforts to retool the company as the first step inbuilding a world class “E-Team”.  We aretotally committed to searching out the best minds in pursuit of our strategy todiversify and embrace the Information Technology (IT) market opportunity.

 

As coined by Walt Disney, we are looking fora select few who can “Think, Believe, Dream and Dare”.

 

As consideration for your participation onour Board, we are prepared to enter into a simple consulting agreement relatedspecifically to guiding us in developing financing tactics for our ITacquisition program.  This consultancyfee shall be in lieu of Director’s fees and in an amount of not less than$36,000 per year.  In addition, we areprepared to grant 12,500 options per year, with a strike price of $1.65 pershare, vesting annually on the anniversary for the next eight years of serviceon our Board.  If you continue to servefor the full eight year vesting period, you would earn the entire 100,000 sharegrant at the original $1.65 strike price.

 

We plan to convene two times per year inperson and probably another two times per year by telephone as a formalgroup.  In addition to that, I willprobably chase you on the phone once or twice per quarter just to bend your earor have you bend mine.

 

We have a Compensation Committee, AuditCommittee and a Stock Option Committee. We ask that you participate as an outside director in the AuditCommittee and, of course, any others that may hold particular interest.

 

 

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We sincerely hope that you will find ouroffer worthwhile.  We are lookingforward to your being able to share in the financial rewards of our next phaseof growth.  I know you will be able tostimulate our troops as a key contributor to our developing world class E-Team.

 

If this offer is acceptable, please provideyour signature and return one copy.

 

 

 

Sincerely,

 

/s/ Mel Masters

 

 

Mel Masters

CEO, VirtualFund.com, Inc.

 

 

 

**Accepted By:**

 

 
| /s/ Tim Duoos   |
|-----------------|
| ***Tim Duoos*** |
|            |
| 8/23/99         |
| ***Date***      |

 

 

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

**YOUR****VENTURERESOURCE COMPANY**

 

November 30, 1999

 

Mr. Tim Duoos

Lyndale Gardens

6412 Lyndale Avenue South

Richfield, MN  55423

 

Dear Tim:

 

Per our discussions regarding the difficultand stressful period in which VFND now finds itself, the company shall make thefollowing adjustments to the financial commitments we have made to you as aDirector and Consultant:

 

1.               We shallaccelerate 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 toyour $36,000 annual consultancy fee, we will modify this component by grantingwarrants to purchase common stock in VFND at $2.00 per share which can be fundedexclusively by waiving the annual consulting fee of $36,000 at the end of eachyear of service. Accordingly, the grant of warrants will be for 72,000 sharesat $2.00 each which will be only available for purchase at the rate of 9,000warrants per six (6) months of service for each of the next four (4) years.

 

Additionallywe believe that B2BXchange.com, Inc., our wholly owned subsidiary, will be in aposition in the coming year to seek independent financing and potentially moveto the IPO stage.  As a participate inthis exciting development, we will grant an additional 100,000 options inB2BXchange.com, Inc., which shall vest over the next four (4) years (25,000 peryear) and carry a strike price of $.25.

 

Under separate cover weshall detail restrictions on options in B2BXchange.com, Inc., which willinclude the same limitations and restrictions as the yet to be adopted EmployeeOption Plan.  The B2BXchange.com, Inc.,grant requires that these options shall be valid and exercisable after theunderwriter holdback period, which follows a successful IPO.

 

 

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We sincerely appreciate yourcontinued participation and valuable contributions during these tryingtimes.  We will deliver additionaldocumentation on all options and warrants shortly.

 

Sincerely,

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

 

 

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